--- ticker: IP company: IP filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 57 risks_removed: 24 risks_modified: 80 risks_unchanged: 39 source: SEC EDGAR url: https://riskdiff.com/ip/2025-vs-2024/ markdown_url: https://riskdiff.com/ip/2025-vs-2024/index.md generated: 2026-06-01 --- # IP: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 57 | | Risks removed | 24 | | Risks modified | 80 | | Unchanged | 39 | --- ## New in Current Filing: Risks Related to our Operations •We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology used to manage operations and other business processes. •We are subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements could impact our business and results of operations. •Material disruptions at one of our manufacturing facilities could negatively impact financial results. •We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel. •Our failure to maintain good employee or labor relations may affect our respective operations. •We may be unable to realize the expected benefits and costs savings associated with restructuring initiatives, including our 80/20 strategic approach. •We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects and other corporate transactions that are or will be pursued. •There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome. •Our continued growth will depend on our ability to retain existing customers and attract new customers. •Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse financial effect on our business. •We may not be able to adequately secure and protect our intellectual property rights, which could harm our competitive advantage. •We may fail to identify or leverage digital transformation initiatives. Risks Related to Legal Proceedings and Compliance Costs•Results of legal proceedings could have a material effect on our consolidated financial results. •We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation. •If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes. Risks Related to our Indebtedness•Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities. •The level of our indebtedness could adversely affect our financial condition and impair our ability to operate our business. •We are subject to risks associated with variable rate debt.•Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes. Risks Related to our Pension and Healthcare Costs•Our pension and health care costs are subject to numerous factors which could cause these costs to change.•Our U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time we may be required to make cash payments to the plan, reducing the cash available for our business. The Company faces a variety of risks, including risks in the normal course of business and through global, regional, and local events that could have an adverse impact on its reputation, operations, and financial performance. --- ## New in Current Filing: Risks Related to Legal Proceedings and Compliance Costs •Results of legal proceedings could have a material effect on our consolidated financial results. •We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation. •If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes. --- ## New in Current Filing: Risks Related to our Indebtedness •Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities. •The level of our indebtedness could adversely affect our financial condition and impair our ability to operate our business. •We are subject to risks associated with variable rate debt. •Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes. --- ## New in Current Filing: Risks Related to our Pension and Healthcare Costs •Our pension and health care costs are subject to numerous factors which could cause these costs to change. •Our U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time we may be required to make cash payments to the plan, reducing the cash available for our business. The Company faces a variety of risks, including risks in the normal course of business and through global, regional, and local events that could have an adverse impact on its reputation, operations, and financial performance. 13 13 13 Table of Contents Table of Contents The following are material risk factors of which we are aware, including risk factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statement. If any of the events or circumstances described in any of the following risk factors occurs, our business, results of operations and/or financial condition could be materially and adversely affected, and our actual results may differ materially from those contemplated in any forward-looking statements we make in any public disclosures. Additional factors that could affect our business, results of operations and/or financial condition are discussed elsewhere in this Annual Report on Form 10-K (including in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations) and in the Company's other filings with the Securities and Exchange Commission. RISKS RELATED TO THE BUSINESS COMBINATION AND THE SHARE ISSUANCEWe may fail to successfully integrate DS Smith and realize the anticipated benefits and operating synergies expected from the business combination, which could adversely affect our business, financial condition and operating results. On January 31, 2025, we completed the previously announced business combination with DS Smith. The success of the business combination will depend, in significant part, on our ability to successfully integrate DS Smith, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the business combination. The complexity and magnitude of the integration effort associated with the business combination are significant, and integrating DS Smith has resulted, and will continue to result, in significant costs. The integration process could cause an interruption of, or loss of momentum in, the other activities of the Company, and our failure to meet the challenges involved in integrating DS Smith and realize the anticipated benefits of the business combination could adversely affect our business, financial condition and results of operations. These challenges include, without limitation:•Diversion of management's attention from ongoing business concerns; •Managing the larger combined business, including in light of our increased scale and global presence; •Difficulties in the integration of operations and systems, including significant modifications to our internal control systems, processes and critical information systems; •Designing, implementing and maintaining effective internal control over financial reporting and remediating the previously disclosed material weaknesses of DS Smith;•Unanticipated expenses, difficulties of delays; and•Designing and implementing control processes to comply with additional regulations and laws related to the environment, climate change, privacy, and data protection in light of our increased scale and global presence.There are many factors beyond our control that could affect the timing or total amount of integration-related risks. The failure to effectively address any of these risks, or any other risks related to the integration of DS Smith, could materially adversely impact our business, financial condition and results of operations. In addition, the impact and extent of these integration challenges may exacerbate the other risks described in this "Risk Factors" section, which could materially adversely affect us. The anticipated benefits of the business combination may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue benefits, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. Further, our results of operations may differ from the projections made with respect to the business combination prior to closing, which were based on assumptions and estimates known to management at the time. If we are not able to realize the anticipated benefits and synergies expected from the business combination within a reasonable time, our business, financial condition and operating results may be adversely affected. The business combination may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations. The business combination may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include tax liabilities, employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, the business combination, or our decision to enter new international markets where DS Smith previously conducted business, could also expose us to tax liabilities and other amounts previously owed by DS Smith. The occurrence of such unforeseen or unanticipated liabilities, should The following are material risk factors of which we are aware, including risk factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statement. If any of the events or circumstances described in any of the following risk factors occurs, our business, results of operations and/or financial condition could be materially and adversely affected, and our actual results may differ materially from those contemplated in any forward-looking statements we make in any public disclosures. Additional factors that could affect our business, results of operations and/or financial condition are discussed elsewhere in this Annual Report on Form 10-K (including in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations) and in the Company's other filings with the Securities and Exchange Commission. RISKS RELATED TO THE BUSINESS COMBINATION AND THE SHARE ISSUANCEWe may fail to successfully integrate DS Smith and realize the anticipated benefits and operating synergies expected from the business combination, which could adversely affect our business, financial condition and operating results. On January 31, 2025, we completed the previously announced business combination with DS Smith. The success of the business combination will depend, in significant part, on our ability to successfully integrate DS Smith, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the business combination. The complexity and magnitude of the integration effort associated with the business combination are significant, and integrating DS Smith has resulted, and will continue to result, in significant costs. The integration process could cause an interruption of, or loss of momentum in, the other activities of the Company, and our failure to meet the challenges involved in integrating DS Smith and realize the anticipated benefits of the business combination could adversely affect our business, financial condition and results of operations. These challenges include, without limitation:•Diversion of management's attention from ongoing business concerns; •Managing the larger combined business, including in light of our increased scale and global presence; •Difficulties in the integration of operations and systems, including significant modifications to our internal control systems, processes and critical information systems; The following are material risk factors of which we are aware, including risk factors that could cause the Company's actual results to differ materially from those contemplated in any forward-looking statement. If any of the events or circumstances described in any of the following risk factors occurs, our business, results of operations and/or financial condition could be materially and adversely affected, and our actual results may differ materially from those contemplated in any forward-looking statements we make in any public disclosures. Additional factors that could affect our business, results of operations and/or financial condition are discussed elsewhere in this Annual Report on Form 10-K (including in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations) and in the Company's other filings with the Securities and Exchange Commission. --- ## New in Current Filing: We may fail to successfully integrate DS Smith and realize the anticipated benefits and operating synergies expected from the business combination, which could adversely affect our business, financial condition and operating results. On January 31, 2025, we completed the previously announced business combination with DS Smith. The success of the business combination will depend, in significant part, on our ability to successfully integrate DS Smith, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the business combination. The complexity and magnitude of the integration effort associated with the business combination are significant, and integrating DS Smith has resulted, and will continue to result, in significant costs. The integration process could cause an interruption of, or loss of momentum in, the other activities of the Company, and our failure to meet the challenges involved in integrating DS Smith and realize the anticipated benefits of the business combination could adversely affect our business, financial condition and results of operations. These challenges include, without limitation: •Diversion of management's attention from ongoing business concerns; •Managing the larger combined business, including in light of our increased scale and global presence; •Difficulties in the integration of operations and systems, including significant modifications to our internal control systems, processes and critical information systems; •Designing, implementing and maintaining effective internal control over financial reporting and remediating the previously disclosed material weaknesses of DS Smith;•Unanticipated expenses, difficulties of delays; and•Designing and implementing control processes to comply with additional regulations and laws related to the environment, climate change, privacy, and data protection in light of our increased scale and global presence.There are many factors beyond our control that could affect the timing or total amount of integration-related risks. The failure to effectively address any of these risks, or any other risks related to the integration of DS Smith, could materially adversely impact our business, financial condition and results of operations. In addition, the impact and extent of these integration challenges may exacerbate the other risks described in this "Risk Factors" section, which could materially adversely affect us. The anticipated benefits of the business combination may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue benefits, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. Further, our results of operations may differ from the projections made with respect to the business combination prior to closing, which were based on assumptions and estimates known to management at the time. If we are not able to realize the anticipated benefits and synergies expected from the business combination within a reasonable time, our business, financial condition and operating results may be adversely affected. The business combination may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations. The business combination may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include tax liabilities, employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, the business combination, or our decision to enter new international markets where DS Smith previously conducted business, could also expose us to tax liabilities and other amounts previously owed by DS Smith. The occurrence of such unforeseen or unanticipated liabilities, should •Designing, implementing and maintaining effective internal control over financial reporting and remediating the previously disclosed material weaknesses of DS Smith; •Unanticipated expenses, difficulties of delays; and •Designing and implementing control processes to comply with additional regulations and laws related to the environment, climate change, privacy, and data protection in light of our increased scale and global presence. There are many factors beyond our control that could affect the timing or total amount of integration-related risks. The failure to effectively address any of these risks, or any other risks related to the integration of DS Smith, could materially adversely impact our business, financial condition and results of operations. In addition, the impact and extent of these integration challenges may exacerbate the other risks described in this "Risk Factors" section, which could materially adversely affect us. The anticipated benefits of the business combination may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue benefits, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. Further, our results of operations may differ from the projections made with respect to the business combination prior to closing, which were based on assumptions and estimates known to management at the time. If we are not able to realize the anticipated benefits and synergies expected from the business combination within a reasonable time, our business, financial condition and operating results may be adversely affected. --- ## New in Current Filing: The business combination may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations. The business combination may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include tax liabilities, employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, the business combination, or our decision to enter new international markets where DS Smith previously conducted business, could also expose us to tax liabilities and other amounts previously owed by DS Smith. The occurrence of such unforeseen or unanticipated liabilities, should 14 14 14 Table of Contents Table of Contents they be significant, could have a material adverse effect on our business, financial condition and results of operations. As a result of the business combination, our financial results are more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings are denominated in non-U.S. Dollar currencies. We present our financial statements in U.S. Dollars and will have a significant proportion of net assets and income in non-U.S. Dollar currencies, primarily the Pound Sterling and Euro. Our financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. A depreciation of non-U.S. Dollar currencies relative to the U.S. Dollar could have an adverse impact on our financial results. Our maintenance of two exchange listings may adversely affect liquidity in the market for our shares of common stock and result in pricing differentials of shares of common stock between the two exchanges. Trading in shares of common stock on the London Stock Exchange ("LSE") and the NYSE takes place in different currencies (Pound Sterling on the LSE and U.S. Dollars on the NYSE) and at different times (resulting from different time zones, different trading hours and different trading days for the LSE and the NYSE). The trading prices of shares of common stock on these two exchanges may at times differ due to these and other factors. Any decrease in the price of shares of common stock on the NYSE could cause a decrease in the trading price of shares of common stock on the LSE and vice versa. The benefits we expect of the dual listing on the NYSE and the LSE, which are increased liquidity, visibility among investors and access to investors who may be able to hold listed shares in the United Kingdom, but not the United States, and vice versa, may not be realized or, if realized, may not be sustained, and the costs and additional regulatory burdens associated with a dual listing may ultimately outweigh the associated benefits. RISKS RELATED TO INDUSTRY CONDITIONS Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality and changes in customer or consumer preferences, and government regulation could materially affect our financial condition, results of operations and cash flows. Substantially all of our business has experienced, and is expected to continue to experience, cycles relating to industry capacity, customer demand, and general economic conditions. The length and magnitude of these cycles have varied over time and by product. Product prices and sales volumes have fallen in the past in periods and regions where demand was lower than available supply, and there can be no assurance that this will not recur. New or existing producers of pulp or paper products may add or adjust capacity affecting available supply. Further, changes in customer or consumer preferences may increase or decrease the demand for fiber-based products and non-fiber substitutes. Customer and consumer preferences change based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. In some areas, customers have increasingly shown interest in environmentally-friendly products such as fiber-based packaging. Advances in non-fiber technologies such as plastic packaging or other materials could result in decreased demand for our products. In addition, legal developments, such as new governmental regulations on single-use packaging products could significantly alter the market for our products. Any of the foregoing, including a failure to anticipate and respond to changing trends, customer preferences and technological and regulatory developments could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. A lack of investor confidence in the paper and packaging industry could also have a negative impact on our business, financial condition, results of operations and/or future prospects.Changes in the cost and availability of raw materials, energy and transportation have recently affected, and could continue to affect, our profitability. We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party transport companies. The market price of virgin wood fiber varies based upon availability, demand, quality, and source. The global supply and demand for recycled fiber may be affected by factors such as trade policies between countries, individual governments' legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in domestic and global markets, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected, and may continue to adversely affect, our operations. they be significant, could have a material adverse effect on our business, financial condition and results of operations. As a result of the business combination, our financial results are more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings are denominated in non-U.S. Dollar currencies. We present our financial statements in U.S. Dollars and will have a significant proportion of net assets and income in non-U.S. Dollar currencies, primarily the Pound Sterling and Euro. Our financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. A depreciation of non-U.S. Dollar currencies relative to the U.S. Dollar could have an adverse impact on our financial results. Our maintenance of two exchange listings may adversely affect liquidity in the market for our shares of common stock and result in pricing differentials of shares of common stock between the two exchanges. Trading in shares of common stock on the London Stock Exchange ("LSE") and the NYSE takes place in different currencies (Pound Sterling on the LSE and U.S. Dollars on the NYSE) and at different times (resulting from different time zones, different trading hours and different trading days for the LSE and the NYSE). The trading prices of shares of common stock on these two exchanges may at times differ due to these and other factors. Any decrease in the price of shares of common stock on the NYSE could cause a decrease in the trading price of shares of common stock on the LSE and vice versa. The benefits we expect of the dual listing on the NYSE and the LSE, which are increased liquidity, visibility among investors and access to investors who may be able to hold listed shares in the United Kingdom, but not the United States, and vice versa, may not be realized or, if realized, may not be sustained, and the costs and additional regulatory burdens associated with a dual listing may ultimately outweigh the associated benefits. RISKS RELATED TO INDUSTRY CONDITIONS Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality and changes in customer or consumer preferences, and government regulation could materially affect our financial condition, results of operations and cash flows. Substantially all of our business has experienced, and is expected to continue to experience, cycles relating to industry capacity, customer demand, and general they be significant, could have a material adverse effect on our business, financial condition and results of operations. As a result of the business combination, our financial results are more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings are denominated in non-U.S. Dollar currencies. We present our financial statements in U.S. Dollars and will have a significant proportion of net assets and income in non-U.S. Dollar currencies, primarily the Pound Sterling and Euro. Our financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. A depreciation of non-U.S. Dollar currencies relative to the U.S. Dollar could have an adverse impact on our financial results. --- ## New in Current Filing: Our maintenance of two exchange listings may adversely affect liquidity in the market for our shares of common stock and result in pricing differentials of shares of common stock between the two exchanges. Trading in shares of common stock on the London Stock Exchange ("LSE") and the NYSE takes place in different currencies (Pound Sterling on the LSE and U.S. Dollars on the NYSE) and at different times (resulting from different time zones, different trading hours and different trading days for the LSE and the NYSE). The trading prices of shares of common stock on these two exchanges may at times differ due to these and other factors. Any decrease in the price of shares of common stock on the NYSE could cause a decrease in the trading price of shares of common stock on the LSE and vice versa. The benefits we expect of the dual listing on the NYSE and the LSE, which are increased liquidity, visibility among investors and access to investors who may be able to hold listed shares in the United Kingdom, but not the United States, and vice versa, may not be realized or, if realized, may not be sustained, and the costs and additional regulatory burdens associated with a dual listing may ultimately outweigh the associated benefits. --- ## New in Current Filing: Changes in the cost and availability of raw materials, energy and transportation have recently affected, and could continue to affect, our profitability. We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party transport companies. The market price of virgin wood fiber varies based upon availability, demand, quality, and source. The global supply and demand for recycled fiber may be affected by factors such as trade policies between countries, individual governments' legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in domestic and global markets, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected, and may continue to adversely affect, our operations. 15 15 15 Table of Contents Table of Contents Moreover, the availability of labor and the market price for fuel may affect third-party transportation costs. In addition, because our business operates in highly competitive industry segments, we have not always been able to, and may in the future be unable to, recoup past or future increases in the costs of any raw materials, energy sources or transportation sources from customers, which significantly affect profitability. In addition, where we are able to recoup our cost increases, there may be a delay between the onset of the cost increases and the recoupment. Any inability to recover input cost increases could lead to a material adverse effect on our business, financial condition, results of operations and/or future prospects. We have significant exposure to energy costs, in particular gas, electricity and other fuel costs. Energy prices have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Transportation costs are also impacted by energy costs since a key component of transportation costs relates to the cost of oil. We have employed and expect to continue to employ, strategies and tools to reduce the volatility of energy costs and ensure a degree of certainty over future energy costs. However, there can be no certainty that those strategies and tools will continue to manage such impact in the future. Volatile and increasing energy prices, including as a consequence of the conflict between Russia and Ukraine and other geopolitical conflicts, or a failure to effectively implement such strategies and tools could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. Competition and downward pricing pressure in the global packaging industry could negatively impact our financial results.We operate in a competitive international environment in all operating segments. Our products compete with products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, distribution and commercial strategies pursued or achieved by competitors, the increased use of artificial intelligence ("AI") and machine learning solutions in the paper industry, and the entry of new competitors, could negatively impact our financial results. In addition, our products compete with companies that produce substitutes for wood-fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward such substitute products may adversely affect our business and financial results. Further, we depend on critical suppliers and key customers. An inability to foster these relationships and to manage any material changes in commercial terms and service levels could have a material adverse impact on our business, financial condition, results of operations and/or future prospects.Pricing in the paper and packaging industry can be affected by, among other things, product commoditization, changes in demand, price reductions, entrance of new competitors or capacity, changes in product supply, and the introduction of new products, technologies and equipment, including the use of AI and machine learning solutions. We face significant pressure to reduce per unit costs to achieve commercially acceptable returns. In circumstances where we are unable to adjust the relevant cost base sufficiently, pricing pressure could have a material adverse effect on our business, financial condition, results of operations and/or future prospects.RISKS RELATED TO MARKET AND ECONOMIC FACTORSWe are affected by adverse developments in general business and economic conditions, which could have an adverse effect on the demand for our products, our financial condition and the results of our operations. General economic conditions may adversely affect industrial non-durable goods production, consumer confidence and spending, and employment levels, all of which impact demand for our products, or otherwise adversely affect our business. We may also be adversely affected by catastrophic or other unforeseen events, including health epidemics or pandemics, natural disasters, geopolitical events, military conflicts, terrorism, port and canal blockages and similar disruptions, political, financial or social instability, or civil or social unrest. Future health pandemics could also adversely impact portions of our business to varying degrees, including as the result of lower demand for certain products, supply chain and labor disruptions, and higher costs. These effects could have a material impact on our business, results of operations, cash flow, liquidity, or financial condition. Moreover, negative economic conditions or other adverse developments with respect to our business have resulted in, and may in the future result in impairment charges which could be material. Volatility or uncertainty in the financial, capital and credit markets, and negative developments associated with interest rates, asset values, currency exchange rates and the availability of credit, could also have a material adverse effect on our business, financial condition and results of operations. Moreover, the availability of labor and the market price for fuel may affect third-party transportation costs. In addition, because our business operates in highly competitive industry segments, we have not always been able to, and may in the future be unable to, recoup past or future increases in the costs of any raw materials, energy sources or transportation sources from customers, which significantly affect profitability. In addition, where we are able to recoup our cost increases, there may be a delay between the onset of the cost increases and the recoupment. Any inability to recover input cost increases could lead to a material adverse effect on our business, financial condition, results of operations and/or future prospects. We have significant exposure to energy costs, in particular gas, electricity and other fuel costs. Energy prices have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Transportation costs are also impacted by energy costs since a key component of transportation costs relates to the cost of oil. We have employed and expect to continue to employ, strategies and tools to reduce the volatility of energy costs and ensure a degree of certainty over future energy costs. However, there can be no certainty that those strategies and tools will continue to manage such impact in the future. Volatile and increasing energy prices, including as a consequence of the conflict between Russia and Ukraine and other geopolitical conflicts, or a failure to effectively implement such strategies and tools could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. Competition and downward pricing pressure in the global packaging industry could negatively impact our financial results.We operate in a competitive international environment in all operating segments. Our products compete with products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, distribution and commercial strategies pursued or achieved by competitors, the increased use of artificial intelligence ("AI") and machine learning solutions in the paper industry, and the entry of new competitors, could negatively impact our financial results. In addition, our products compete with companies that produce substitutes for wood-fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward such substitute products may adversely affect our business and financial results. Further, we depend on critical suppliers and key Moreover, the availability of labor and the market price for fuel may affect third-party transportation costs. In addition, because our business operates in highly competitive industry segments, we have not always been able to, and may in the future be unable to, recoup past or future increases in the costs of any raw materials, energy sources or transportation sources from customers, which significantly affect profitability. In addition, where we are able to recoup our cost increases, there may be a delay between the onset of the cost increases and the recoupment. Any inability to recover input cost increases could lead to a material adverse effect on our business, financial condition, results of operations and/or future prospects. We have significant exposure to energy costs, in particular gas, electricity and other fuel costs. Energy prices have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Transportation costs are also impacted by energy costs since a key component of transportation costs relates to the cost of oil. We have employed and expect to continue to employ, strategies and tools to reduce the volatility of energy costs and ensure a degree of certainty over future energy costs. However, there can be no certainty that those strategies and tools will continue to manage such impact in the future. Volatile and increasing energy prices, including as a consequence of the conflict between Russia and Ukraine and other geopolitical conflicts, or a failure to effectively implement such strategies and tools could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: Competition and downward pricing pressure in the global packaging industry could negatively impact our financial results. We operate in a competitive international environment in all operating segments. Our products compete with products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, distribution and commercial strategies pursued or achieved by competitors, the increased use of artificial intelligence ("AI") and machine learning solutions in the paper industry, and the entry of new competitors, could negatively impact our financial results. In addition, our products compete with companies that produce substitutes for wood-fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward such substitute products may adversely affect our business and financial results. Further, we depend on critical suppliers and key customers. An inability to foster these relationships and to manage any material changes in commercial terms and service levels could have a material adverse impact on our business, financial condition, results of operations and/or future prospects.Pricing in the paper and packaging industry can be affected by, among other things, product commoditization, changes in demand, price reductions, entrance of new competitors or capacity, changes in product supply, and the introduction of new products, technologies and equipment, including the use of AI and machine learning solutions. We face significant pressure to reduce per unit costs to achieve commercially acceptable returns. In circumstances where we are unable to adjust the relevant cost base sufficiently, pricing pressure could have a material adverse effect on our business, financial condition, results of operations and/or future prospects.RISKS RELATED TO MARKET AND ECONOMIC FACTORSWe are affected by adverse developments in general business and economic conditions, which could have an adverse effect on the demand for our products, our financial condition and the results of our operations. General economic conditions may adversely affect industrial non-durable goods production, consumer confidence and spending, and employment levels, all of which impact demand for our products, or otherwise adversely affect our business. We may also be adversely affected by catastrophic or other unforeseen events, including health epidemics or pandemics, natural disasters, geopolitical events, military conflicts, terrorism, port and canal blockages and similar disruptions, political, financial or social instability, or civil or social unrest. Future health pandemics could also adversely impact portions of our business to varying degrees, including as the result of lower demand for certain products, supply chain and labor disruptions, and higher costs. These effects could have a material impact on our business, results of operations, cash flow, liquidity, or financial condition. Moreover, negative economic conditions or other adverse developments with respect to our business have resulted in, and may in the future result in impairment charges which could be material. Volatility or uncertainty in the financial, capital and credit markets, and negative developments associated with interest rates, asset values, currency exchange rates and the availability of credit, could also have a material adverse effect on our business, financial condition and results of operations. customers. An inability to foster these relationships and to manage any material changes in commercial terms and service levels could have a material adverse impact on our business, financial condition, results of operations and/or future prospects. Pricing in the paper and packaging industry can be affected by, among other things, product commoditization, changes in demand, price reductions, entrance of new competitors or capacity, changes in product supply, and the introduction of new products, technologies and equipment, including the use of AI and machine learning solutions. We face significant pressure to reduce per unit costs to achieve commercially acceptable returns. In circumstances where we are unable to adjust the relevant cost base sufficiently, pricing pressure could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: We are affected by adverse developments in general business and economic conditions, which could have an adverse effect on the demand for our products, our financial condition and the results of our operations. General economic conditions may adversely affect industrial non-durable goods production, consumer confidence and spending, and employment levels, all of which impact demand for our products, or otherwise adversely affect our business. We may also be adversely affected by catastrophic or other unforeseen events, including health epidemics or pandemics, natural disasters, geopolitical events, military conflicts, terrorism, port and canal blockages and similar disruptions, political, financial or social instability, or civil or social unrest. Future health pandemics could also adversely impact portions of our business to varying degrees, including as the result of lower demand for certain products, supply chain and labor disruptions, and higher costs. These effects could have a material impact on our business, results of operations, cash flow, liquidity, or financial condition. Moreover, negative economic conditions or other adverse developments with respect to our business have resulted in, and may in the future result in impairment charges which could be material. Volatility or uncertainty in the financial, capital and credit markets, and negative developments associated with interest rates, asset values, currency exchange rates and the availability of credit, could also have a material adverse effect on our business, financial condition and results of operations. 16 16 16 Table of Contents Table of Contents Macroeconomic conditions in the U.S., Europe and globally continue to be challenging in certain respects, including as the result of significant inflationary pressures impacting recent periods, elevated interest rates, challenging labor market conditions, and adverse effects and uncertainty associated with current geopolitical conditions. Our operations have been adversely affected, and could continue to be adversely affected in the future, by these challenging macroeconomic and geopolitical conditions, including as the result of lower demand for certain products, and higher raw material and labor costs. Further, because the markets for packaging products in many industrialized countries are generally mature, there is a significant degree of correlation between economic growth and demand for packaging products. Therefore, any deterioration in macroeconomic conditions in the U.S., Europe and/or globally resulting in a slowdown in economic growth may correlate with a corresponding decline in demand for packaging products in those markets. Moreover, any significant deterioration in current negative macroeconomic conditions, or any recovery therefrom that is significantly slower than anticipated, could have a material adverse effect on our business, results of operations or financial condition. Further, if negative macroeconomic conditions result in significant disruptions to capital and financial markets, the cost of borrowing, our ability to access capital on favorable terms, and our overall liquidity could be adversely affected. Changes in international conditions or other risks arising from conducting business internationally could adversely affect our business and operations. As a global producer of renewable fiber-based packaging and pulp products, we operate in many different countries. As a result, we are vulnerable to risks related to our international operations. These risks, which can vary substantially by country, may include economic or political instability, geopolitical events, corruption, anti-American sentiment, expropriation measures, social and ethnic unrest, natural disasters, military conflicts and terrorism, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements and the enforceability of contractual rights and intellectual property rights), adverse currency fluctuations, foreign exchange control regimes (including restrictions on currency conversion), downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, import restrictions, controls or other trade protection measures, economic sanctions, health guidelines and safety protocols, nationalization, changes in social, political or labor conditions, and adverse developments regarding sustainability, environmental regulations and trade policies and agreements, any of which risks could negatively affect our financial results. For example, a significant portion of sales from our Global Cellulose Fibers business are concentrated in China and could be adversely affected by changes in economic conditions and demographics. Trade protection measures in favor of local producers of competing products, including governmental subsidies, tax benefits and other measures giving local producers a competitive advantage may also adversely impact our operating results and our business prospects in these countries. Likewise, disruption in existing trade agreements or increased trade friction between countries (such as in relation to the trade tensions between the U.S. and China), could have a negative effect on our business and results of operations by restricting the free flow of goods and services across borders. Additionally, the current U.S. presidential administration has indicated a desire to significantly increase the rates and broaden the scope of tariffs imposed on goods imported into the U.S., such as from China, which may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States. Specifically, the U.S. federal government has implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods. Such tariffs and any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia, and other countries, could adversely impact our ability to sell products and services in our international markets. Tariffs could increase the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the profit margin that we earn on our products, which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope, and nature of the tariffs.We may continue to be adversely affected by ongoing geopolitical instability and the economic consequences and disruptions arising therefrom, including as the result of the military conflict between Russia and Ukraine, the conflict in the Middle East, and increasing tensions between China and Taiwan. For example, prior to the closing of the disposal of our ownership stake in Ilim and Ilim Group in the third Macroeconomic conditions in the U.S., Europe and globally continue to be challenging in certain respects, including as the result of significant inflationary pressures impacting recent periods, elevated interest rates, challenging labor market conditions, and adverse effects and uncertainty associated with current geopolitical conditions. Our operations have been adversely affected, and could continue to be adversely affected in the future, by these challenging macroeconomic and geopolitical conditions, including as the result of lower demand for certain products, and higher raw material and labor costs. Further, because the markets for packaging products in many industrialized countries are generally mature, there is a significant degree of correlation between economic growth and demand for packaging products. Therefore, any deterioration in macroeconomic conditions in the U.S., Europe and/or globally resulting in a slowdown in economic growth may correlate with a corresponding decline in demand for packaging products in those markets. Moreover, any significant deterioration in current negative macroeconomic conditions, or any recovery therefrom that is significantly slower than anticipated, could have a material adverse effect on our business, results of operations or financial condition. Further, if negative macroeconomic conditions result in significant disruptions to capital and financial markets, the cost of borrowing, our ability to access capital on favorable terms, and our overall liquidity could be adversely affected. Changes in international conditions or other risks arising from conducting business internationally could adversely affect our business and operations. As a global producer of renewable fiber-based packaging and pulp products, we operate in many different countries. As a result, we are vulnerable to risks related to our international operations. These risks, which can vary substantially by country, may include economic or political instability, geopolitical events, corruption, anti-American sentiment, expropriation measures, social and ethnic unrest, natural disasters, military conflicts and terrorism, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements and the enforceability of contractual rights and intellectual property rights), adverse currency fluctuations, foreign exchange control regimes (including restrictions on currency conversion), downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, import restrictions, controls or other trade protection measures, economic sanctions, health guidelines and safety Macroeconomic conditions in the U.S., Europe and globally continue to be challenging in certain respects, including as the result of significant inflationary pressures impacting recent periods, elevated interest rates, challenging labor market conditions, and adverse effects and uncertainty associated with current geopolitical conditions. Our operations have been adversely affected, and could continue to be adversely affected in the future, by these challenging macroeconomic and geopolitical conditions, including as the result of lower demand for certain products, and higher raw material and labor costs. Further, because the markets for packaging products in many industrialized countries are generally mature, there is a significant degree of correlation between economic growth and demand for packaging products. Therefore, any deterioration in macroeconomic conditions in the U.S., Europe and/or globally resulting in a slowdown in economic growth may correlate with a corresponding decline in demand for packaging products in those markets. Moreover, any significant deterioration in current negative macroeconomic conditions, or any recovery therefrom that is significantly slower than anticipated, could have a material adverse effect on our business, results of operations or financial condition. Further, if negative macroeconomic conditions result in significant disruptions to capital and financial markets, the cost of borrowing, our ability to access capital on favorable terms, and our overall liquidity could be adversely affected. --- ## New in Current Filing: Changes in international conditions or other risks arising from conducting business internationally could adversely affect our business and operations. As a global producer of renewable fiber-based packaging and pulp products, we operate in many different countries. As a result, we are vulnerable to risks related to our international operations. These risks, which can vary substantially by country, may include economic or political instability, geopolitical events, corruption, anti-American sentiment, expropriation measures, social and ethnic unrest, natural disasters, military conflicts and terrorism, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements and the enforceability of contractual rights and intellectual property rights), adverse currency fluctuations, foreign exchange control regimes (including restrictions on currency conversion), downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, import restrictions, controls or other trade protection measures, economic sanctions, health guidelines and safety protocols, nationalization, changes in social, political or labor conditions, and adverse developments regarding sustainability, environmental regulations and trade policies and agreements, any of which risks could negatively affect our financial results. For example, a significant portion of sales from our Global Cellulose Fibers business are concentrated in China and could be adversely affected by changes in economic conditions and demographics. Trade protection measures in favor of local producers of competing products, including governmental subsidies, tax benefits and other measures giving local producers a competitive advantage may also adversely impact our operating results and our business prospects in these countries. Likewise, disruption in existing trade agreements or increased trade friction between countries (such as in relation to the trade tensions between the U.S. and China), could have a negative effect on our business and results of operations by restricting the free flow of goods and services across borders. Additionally, the current U.S. presidential administration has indicated a desire to significantly increase the rates and broaden the scope of tariffs imposed on goods imported into the U.S., such as from China, which may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States. Specifically, the U.S. federal government has implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods. Such tariffs and any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia, and other countries, could adversely impact our ability to sell products and services in our international markets. Tariffs could increase the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the profit margin that we earn on our products, which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope, and nature of the tariffs.We may continue to be adversely affected by ongoing geopolitical instability and the economic consequences and disruptions arising therefrom, including as the result of the military conflict between Russia and Ukraine, the conflict in the Middle East, and increasing tensions between China and Taiwan. For example, prior to the closing of the disposal of our ownership stake in Ilim and Ilim Group in the third protocols, nationalization, changes in social, political or labor conditions, and adverse developments regarding sustainability, environmental regulations and trade policies and agreements, any of which risks could negatively affect our financial results. For example, a significant portion of sales from our Global Cellulose Fibers business are concentrated in China and could be adversely affected by changes in economic conditions and demographics. Trade protection measures in favor of local producers of competing products, including governmental subsidies, tax benefits and other measures giving local producers a competitive advantage may also adversely impact our operating results and our business prospects in these countries. Likewise, disruption in existing trade agreements or increased trade friction between countries (such as in relation to the trade tensions between the U.S. and China), could have a negative effect on our business and results of operations by restricting the free flow of goods and services across borders. Additionally, the current U.S. presidential administration has indicated a desire to significantly increase the rates and broaden the scope of tariffs imposed on goods imported into the U.S., such as from China, which may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States. Specifically, the U.S. federal government has implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods. Such tariffs and any further legislation or actions taken by the U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia, and other countries, could adversely impact our ability to sell products and services in our international markets. Tariffs could increase the cost of our products and the components and raw materials that go into making them. These increased costs could adversely impact the profit margin that we earn on our products, which could make our products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our products and services. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope, and nature of the tariffs. We may continue to be adversely affected by ongoing geopolitical instability and the economic consequences and disruptions arising therefrom, including as the result of the military conflict between Russia and Ukraine, the conflict in the Middle East, and increasing tensions between China and Taiwan. For example, prior to the closing of the disposal of our ownership stake in Ilim and Ilim Group in the third 17 17 17 Table of Contents Table of Contents quarter of 2023, the military conflict between Russia and Ukraine adversely affected our Ilim joint venture and financial results, including as the result of economic sanctions, actions by the Russian government, and associated domestic and global economic and geopolitical conditions. These risks may be further heightened in the event of the expansion in the scope or escalation of any such conflicts. In addition, changes to economic sanctions programs, such as in response to the conflict between Russia and Ukraine, could put us at risk of violating sanctions as a result of an existing presence in a newly sanctioned jurisdiction or relationship with a newly sanctioned entity if we fail or are unable to end such presence or relationship in a timely manner. In addition, our international operations are subject to laws related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.K. Bribery Act 2010, the Foreign Corrupt Practices Act of 1977, and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining or retaining business. Further, the U.S. Department of the Treasury's Office of Foreign Assets Control and other non-U.S. government entities maintain economic sanctions targeting various countries, persons and entities. We are also subject to the laws and regulations of governmental and regulatory agencies. Failure to comply with domestic or foreign laws could result in various adverse consequences for us including the imposition of civil or criminal sanctions, reputational damage and the prosecution of executives overseeing international operations. We are exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currencies. Adverse movements in foreign exchange rates relating to foreign currency denominated commodities, assets and liabilities, and transactions could have a material impact on our business, financial condition, results of operations and/or future prospects.RISKS RELATED TO CLIMATE AND WEATHER AND SOCIAL AND ENVIRONMENTAL IMPACT REPORTINGWe are subject to risks associated with climate change and other sustainability matters and global, regional and local weather conditions as well as by legal, regulatory, and market responses to climate change. Climate change impacts, including rising temperatures and the increasing severity and/or frequency of adverse weather conditions, may result in operational impacts on our facilities, as well as supply chain disruptions and increased raw material and other costs. These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and drought. Climate change may also contribute to the decreased productivity of forests, a key source in the production of paper products, and adverse impacts on the distribution and abundance of species, and the spread of disease and insect epidemics, any of which developments could adversely affect forestland management and the availability of energy and water resources. The effects of climate change and global, regional and local weather conditions, including the resulting financial costs of compliance with legal or regulatory initiatives, could have a material adverse effect on our results of operations and business. In recent years, there has been a heightened focus, including from investors, customers, the general public, domestic and foreign governmental (including but not limited to the United Kingdom and the European Union) and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, greenhouse gas ("GHG") emissions, packaging and waste, sustainable supply chain practices, biodiversity, deforestation, land, energy and water use, and human capital matters. This heightened focus on sustainability matters, including climate change, has resulted in more prescriptive reporting requirements with respect to sustainability metrics and other new requirements, an increased expectation that such metrics will be voluntarily disclosed by companies such as ours, and increased pressure with respect to making commitments, setting targets, or establishing goals, and taking action to meet them, which has caused and is expected to continue to cause the incurrence by us of increased compliance costs. As the result of this increased focus and commitment to sustainability matters, we (either voluntarily and/or as required by applicable law and regulation) have provided disclosure and established targets and goals with respect to various sustainability matters, including climate change. For example, we have publicly committed to reducing our Scope 1, 2 and 3 GHG emissions by 35% from 2019 to 2030. Meeting these and other sustainability targets and goals have increased our capital and operational costs. Further, we may continue to establish, increase and/or revise such disclosure, targets and goals in the future. For example, following the completion of our business combination with DS Smith, we are reassessing our Vision 2030 goals to ensure that they align with our quarter of 2023, the military conflict between Russia and Ukraine adversely affected our Ilim joint venture and financial results, including as the result of economic sanctions, actions by the Russian government, and associated domestic and global economic and geopolitical conditions. These risks may be further heightened in the event of the expansion in the scope or escalation of any such conflicts. In addition, changes to economic sanctions programs, such as in response to the conflict between Russia and Ukraine, could put us at risk of violating sanctions as a result of an existing presence in a newly sanctioned jurisdiction or relationship with a newly sanctioned entity if we fail or are unable to end such presence or relationship in a timely manner. In addition, our international operations are subject to laws related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.K. Bribery Act 2010, the Foreign Corrupt Practices Act of 1977, and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining or retaining business. Further, the U.S. Department of the Treasury's Office of Foreign Assets Control and other non-U.S. government entities maintain economic sanctions targeting various countries, persons and entities. We are also subject to the laws and regulations of governmental and regulatory agencies. Failure to comply with domestic or foreign laws could result in various adverse consequences for us including the imposition of civil or criminal sanctions, reputational damage and the prosecution of executives overseeing international operations. We are exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currencies. Adverse movements in foreign exchange rates relating to foreign currency denominated commodities, assets and liabilities, and transactions could have a material impact on our business, financial condition, results of operations and/or future prospects.RISKS RELATED TO CLIMATE AND WEATHER AND SOCIAL AND ENVIRONMENTAL IMPACT REPORTINGWe are subject to risks associated with climate change and other sustainability matters and global, regional and local weather conditions as well as by legal, regulatory, and market responses to climate change. quarter of 2023, the military conflict between Russia and Ukraine adversely affected our Ilim joint venture and financial results, including as the result of economic sanctions, actions by the Russian government, and associated domestic and global economic and geopolitical conditions. These risks may be further heightened in the event of the expansion in the scope or escalation of any such conflicts. In addition, changes to economic sanctions programs, such as in response to the conflict between Russia and Ukraine, could put us at risk of violating sanctions as a result of an existing presence in a newly sanctioned jurisdiction or relationship with a newly sanctioned entity if we fail or are unable to end such presence or relationship in a timely manner. In addition, our international operations are subject to laws related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.K. Bribery Act 2010, the Foreign Corrupt Practices Act of 1977, and similar worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to public officials for the purpose of obtaining or retaining business. Further, the U.S. Department of the Treasury's Office of Foreign Assets Control and other non-U.S. government entities maintain economic sanctions targeting various countries, persons and entities. We are also subject to the laws and regulations of governmental and regulatory agencies. Failure to comply with domestic or foreign laws could result in various adverse consequences for us including the imposition of civil or criminal sanctions, reputational damage and the prosecution of executives overseeing international operations. We are exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currencies. Adverse movements in foreign exchange rates relating to foreign currency denominated commodities, assets and liabilities, and transactions could have a material impact on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: Material disruptions at one of our manufacturing facilities could negatively impact financial results. We operate facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption. A material disruption at our corporate headquarters, a manufacturing facility or key mill could prevent us from meeting customer demand, reduce sales and/or negatively impact our financial condition. Any of our manufacturing facilities 22 22 22 Table of Contents Table of Contents or any machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including: •adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme temperatures, or other catastrophes (including adverse weather conditions that may be intensified by climate change); • the effect of a drought or reduced rainfall on its water supply; •disruption in the supply of raw materials or other manufacturing inputs; •terrorism or threats of terrorism; •information system disruptions or failures due to any number of causes, including cyber-attacks; •domestic and international laws and regulations applicable to us and any of our respective business partners, including joint venture partners, around the world; •unscheduled maintenance outages; •prolonged power failures; •an equipment failure; •a chemical spill or release; •explosion of a boiler or other equipment; •damage or disruptions caused by third parties operating on or adjacent to a manufacturing facility; •disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels; •a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or any impacts related to government regulation as a result thereof; •failure of third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms; •labor difficulties; and •other operational problems. Any such downtime or facility damage could prevent us from meeting production targets, customer demand and satisfying customer requirements, which may necessitate unplanned expenditures, resulting in lower sales and have a negative effect on our financial results.We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel. Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs. In addition, we rely on our key executive and management personnel to manage our business efficiently and effectively. The unanticipated departure of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our business. Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for us to replace retiring or departing employees. The failure to retain and/or recruit additional or substitute senior managers and/or other key employees and a failure to identify and resource for future capability requirements such that there is a gap in skills and knowledge across key business areas, or if higher labor costs and shortages persist, could have a material adverse effect on our business, financial condition, results of operations and/or future prospects.Our failure to maintain good employee or labor relations may affect our respective operations. Future developments in relation to our business could adversely affect employee or labor relations. Good employee and labor relations depend on the ability to drive innovation, manage change and engage the workforce, and failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. Further, labor disputes or other problems could lead to a substantial interruption to our business and have a material adverse effect on our business, financial condition, results of operations and/or future prospects. or any machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including: •adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme temperatures, or other catastrophes (including adverse weather conditions that may be intensified by climate change); • the effect of a drought or reduced rainfall on its water supply; •disruption in the supply of raw materials or other manufacturing inputs; •terrorism or threats of terrorism; •information system disruptions or failures due to any number of causes, including cyber-attacks; •domestic and international laws and regulations applicable to us and any of our respective business partners, including joint venture partners, around the world; •unscheduled maintenance outages; •prolonged power failures; •an equipment failure; •a chemical spill or release; •explosion of a boiler or other equipment; •damage or disruptions caused by third parties operating on or adjacent to a manufacturing facility; •disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels; •a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or any impacts related to government regulation as a result thereof; •failure of third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms; •labor difficulties; and •other operational problems. or any machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including: •adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme temperatures, or other catastrophes (including adverse weather conditions that may be intensified by climate change); • the effect of a drought or reduced rainfall on its water supply; •disruption in the supply of raw materials or other manufacturing inputs; •terrorism or threats of terrorism; •information system disruptions or failures due to any number of causes, including cyber-attacks; •domestic and international laws and regulations applicable to us and any of our respective business partners, including joint venture partners, around the world; •unscheduled maintenance outages; •prolonged power failures; •an equipment failure; •a chemical spill or release; •explosion of a boiler or other equipment; •damage or disruptions caused by third parties operating on or adjacent to a manufacturing facility; •disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels; •a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or any impacts related to government regulation as a result thereof; •failure of third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms; •labor difficulties; and •other operational problems. Any such downtime or facility damage could prevent us from meeting production targets, customer demand and satisfying customer requirements, which may necessitate unplanned expenditures, resulting in lower sales and have a negative effect on our financial results.We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel. Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs. In addition, we rely on our key executive and management personnel to manage our business efficiently and effectively. The unanticipated departure of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our business. Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for us to replace retiring or departing employees. The failure to retain and/or recruit additional or substitute senior managers and/or other key employees and a failure to identify and resource for future capability requirements such that there is a gap in skills and knowledge across key business areas, or if higher labor costs and shortages persist, could have a material adverse effect on our business, financial condition, results of operations and/or future prospects.Our failure to maintain good employee or labor relations may affect our respective operations. Future developments in relation to our business could adversely affect employee or labor relations. Good employee and labor relations depend on the ability to drive innovation, manage change and engage the workforce, and failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. Further, labor disputes or other problems could lead to a substantial interruption to our business and have a material adverse effect on our business, financial condition, results of operations and/or future prospects. Any such downtime or facility damage could prevent us from meeting production targets, customer demand and satisfying customer requirements, which may necessitate unplanned expenditures, resulting in lower sales and have a negative effect on our financial results. --- ## New in Current Filing: We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel. Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs. In addition, we rely on our key executive and management personnel to manage our business efficiently and effectively. The unanticipated departure of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our business. Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for us to replace retiring or departing employees. The failure to retain and/or recruit additional or substitute senior managers and/or other key employees and a failure to identify and resource for future capability requirements such that there is a gap in skills and knowledge across key business areas, or if higher labor costs and shortages persist, could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: Our failure to maintain good employee or labor relations may affect our respective operations. Future developments in relation to our business could adversely affect employee or labor relations. Good employee and labor relations depend on the ability to drive innovation, manage change and engage the workforce, and failure to do so could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. Further, labor disputes or other problems could lead to a substantial interruption to our business and have a material adverse effect on our business, financial condition, results of operations and/or future prospects. 23 23 23 Table of Contents Table of Contents Following the completion of our business combination with DS Smith, a significant number of our employees are represented by unions, trade unions and national works councils. We have collective bargaining agreements in place with U.S. and international trade unions. In the U.S., we may not be able to successfully negotiate new collective bargaining agreements once our current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate such contracts on favorable terms. Negotiations between us and the United Steelworkers union (the "USW") regarding the mill master collective bargaining agreement and related mill joint pension council master agreement resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between us and the USW regarding the converting master collective bargaining agreement (which expired in April 2024) and related converting joint pension council master (which expired September 2024) took place in February 2024 and resulted in new agreements which will expire in April and September 2028, respectively. The USW represents approximately 10,600 employees in our mills and converting facilities. In Europe, we have collective agreements in place with trade unions, and also have agreements in place with a European Works Council, which brings together employee representatives from the different European countries in which we operate and provides a forum for information sharing and consultation. We have experienced limited work stoppages in the past and may experience work stoppages in the future. Further, labor organizations may attempt to organize groups of additional employees from time to time, and recent and potential changes in labor laws could make it easier for them to do so. If there is a substantial change to the terms of any collective bargaining agreements or an agreement acceptable to us cannot be reached at all when the collective agreements are renewed, we could face increased labor costs or disruptions as a result of labor union activity in the future. If we experience any extended interruption of operations at any of the relevant facilities as a result of strikes or other work stoppages, or if unions, trade unions and national works councils are able to organize additional groups of our employees, our operating costs could increase and our operational flexibility could be reduced.We may be unable to realize the expected benefits and cost savings associated with restructuring initiatives, including our 80/20 strategic approach. We have restructured portions of our operations from time to time and have current restructuring initiatives taking place, and it is likely that we will engage in restructuring activities in the future. For example, as previously disclosed in October 2023, we committed to certain strategic actions impacting our Containerboard and Global Cellulose Fibers businesses. Consistent with this initiative, in December 2023, we permanently closed our containerboard mill in Orange, Texas, and permanently ceased production on two of our pulp machines at our mills in Riegelwood, North Carolina, and Pensacola, Florida. We recorded charges associated with these actions during the three months ended December 31, 2023. Moreover, in 2024, we began implementing an 80/20 strategic approach to drive transformational performance. Through the 80/20 strategic approach, we intend to deliver profitable market share growth by striving to be the lowest-cost producer, and the most reliable and innovative sustainable packaging solutions provider to our customers across North America and EMEA. As part of our 80/20 strategic approach, we intend to guide investments and align resources to win with customers, while reducing complexity and cost across the Company. To that end, we have been implementing restructuring initiatives. For example, on October 15, 2024, we announced a corporate overhead restructuring plan to reduce operating costs, optimize organizational structure and better align our workforce with the needs to our customers, pursuant to which we reduced our workforce by approximately 650 employees. This restructuring plan was substantially implemented in the fourth quarter of 2024. We recorded charges associated with these actions during the three months ended September 30, 2024, and December 31, 2024. Further, on October 31, 2024, we announced plans to permanently close our pulp and paper mill in Georgetown, South Carolina. We incurred $119 million of charges during the three months ended December 31, 2024 for the Georgetown, South Carolina mill closure. On February 13, 2025, we announced plans to permanently close our containerboard mill in Campti, Louisiana. We expect to incur pre-tax charges of approximately $357 million during the three months ending March 31, 2025.We have also been implementing certain commercial initiatives as a part of our 80/20 strategic approach and our box go-to-market strategy. Among other things, these commercial initiatives include strategically focusing our business, pricing to better reflect the services and value we provide, and aligning resources with our best and most strategic customers.We may be unable to realize the expected benefits from these and other restructuring initiatives that we may in the future undertake. In particular, restructuring activities may divert the attention of management, disrupt operations and fail to achieve the intended cost and operational benefits. If the Following the completion of our business combination with DS Smith, a significant number of our employees are represented by unions, trade unions and national works councils. We have collective bargaining agreements in place with U.S. and international trade unions. In the U.S., we may not be able to successfully negotiate new collective bargaining agreements once our current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate such contracts on favorable terms. Negotiations between us and the United Steelworkers union (the "USW") regarding the mill master collective bargaining agreement and related mill joint pension council master agreement resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between us and the USW regarding the converting master collective bargaining agreement (which expired in April 2024) and related converting joint pension council master (which expired September 2024) took place in February 2024 and resulted in new agreements which will expire in April and September 2028, respectively. The USW represents approximately 10,600 employees in our mills and converting facilities. In Europe, we have collective agreements in place with trade unions, and also have agreements in place with a European Works Council, which brings together employee representatives from the different European countries in which we operate and provides a forum for information sharing and consultation. We have experienced limited work stoppages in the past and may experience work stoppages in the future. Further, labor organizations may attempt to organize groups of additional employees from time to time, and recent and potential changes in labor laws could make it easier for them to do so. If there is a substantial change to the terms of any collective bargaining agreements or an agreement acceptable to us cannot be reached at all when the collective agreements are renewed, we could face increased labor costs or disruptions as a result of labor union activity in the future. If we experience any extended interruption of operations at any of the relevant facilities as a result of strikes or other work stoppages, or if unions, trade unions and national works councils are able to organize additional groups of our employees, our operating costs could increase and our operational flexibility could be reduced.We may be unable to realize the expected benefits and cost savings associated with restructuring initiatives, including our 80/20 strategic approach. We have restructured portions of our operations from time to time and have current restructuring initiatives taking place, and it is likely that we will engage in restructuring activities in the future. For example, as Following the completion of our business combination with DS Smith, a significant number of our employees are represented by unions, trade unions and national works councils. We have collective bargaining agreements in place with U.S. and international trade unions. In the U.S., we may not be able to successfully negotiate new collective bargaining agreements once our current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate such contracts on favorable terms. Negotiations between us and the United Steelworkers union (the "USW") regarding the mill master collective bargaining agreement and related mill joint pension council master agreement resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between us and the USW regarding the converting master collective bargaining agreement (which expired in April 2024) and related converting joint pension council master (which expired September 2024) took place in February 2024 and resulted in new agreements which will expire in April and September 2028, respectively. The USW represents approximately 10,600 employees in our mills and converting facilities. In Europe, we have collective agreements in place with trade unions, and also have agreements in place with a European Works Council, which brings together employee representatives from the different European countries in which we operate and provides a forum for information sharing and consultation. We have experienced limited work stoppages in the past and may experience work stoppages in the future. Further, labor organizations may attempt to organize groups of additional employees from time to time, and recent and potential changes in labor laws could make it easier for them to do so. If there is a substantial change to the terms of any collective bargaining agreements or an agreement acceptable to us cannot be reached at all when the collective agreements are renewed, we could face increased labor costs or disruptions as a result of labor union activity in the future. If we experience any extended interruption of operations at any of the relevant facilities as a result of strikes or other work stoppages, or if unions, trade unions and national works councils are able to organize additional groups of our employees, our operating costs could increase and our operational flexibility could be reduced. --- ## New in Current Filing: We may be unable to realize the expected benefits and cost savings associated with restructuring initiatives, including our 80/20 strategic approach. We have restructured portions of our operations from time to time and have current restructuring initiatives taking place, and it is likely that we will engage in restructuring activities in the future. For example, as previously disclosed in October 2023, we committed to certain strategic actions impacting our Containerboard and Global Cellulose Fibers businesses. Consistent with this initiative, in December 2023, we permanently closed our containerboard mill in Orange, Texas, and permanently ceased production on two of our pulp machines at our mills in Riegelwood, North Carolina, and Pensacola, Florida. We recorded charges associated with these actions during the three months ended December 31, 2023. Moreover, in 2024, we began implementing an 80/20 strategic approach to drive transformational performance. Through the 80/20 strategic approach, we intend to deliver profitable market share growth by striving to be the lowest-cost producer, and the most reliable and innovative sustainable packaging solutions provider to our customers across North America and EMEA. As part of our 80/20 strategic approach, we intend to guide investments and align resources to win with customers, while reducing complexity and cost across the Company. To that end, we have been implementing restructuring initiatives. For example, on October 15, 2024, we announced a corporate overhead restructuring plan to reduce operating costs, optimize organizational structure and better align our workforce with the needs to our customers, pursuant to which we reduced our workforce by approximately 650 employees. This restructuring plan was substantially implemented in the fourth quarter of 2024. We recorded charges associated with these actions during the three months ended September 30, 2024, and December 31, 2024. Further, on October 31, 2024, we announced plans to permanently close our pulp and paper mill in Georgetown, South Carolina. We incurred $119 million of charges during the three months ended December 31, 2024 for the Georgetown, South Carolina mill closure. On February 13, 2025, we announced plans to permanently close our containerboard mill in Campti, Louisiana. We expect to incur pre-tax charges of approximately $357 million during the three months ending March 31, 2025.We have also been implementing certain commercial initiatives as a part of our 80/20 strategic approach and our box go-to-market strategy. Among other things, these commercial initiatives include strategically focusing our business, pricing to better reflect the services and value we provide, and aligning resources with our best and most strategic customers.We may be unable to realize the expected benefits from these and other restructuring initiatives that we may in the future undertake. In particular, restructuring activities may divert the attention of management, disrupt operations and fail to achieve the intended cost and operational benefits. If the previously disclosed in October 2023, we committed to certain strategic actions impacting our Containerboard and Global Cellulose Fibers businesses. Consistent with this initiative, in December 2023, we permanently closed our containerboard mill in Orange, Texas, and permanently ceased production on two of our pulp machines at our mills in Riegelwood, North Carolina, and Pensacola, Florida. We recorded charges associated with these actions during the three months ended December 31, 2023. Moreover, in 2024, we began implementing an 80/20 strategic approach to drive transformational performance. Through the 80/20 strategic approach, we intend to deliver profitable market share growth by striving to be the lowest-cost producer, and the most reliable and innovative sustainable packaging solutions provider to our customers across North America and EMEA. As part of our 80/20 strategic approach, we intend to guide investments and align resources to win with customers, while reducing complexity and cost across the Company. To that end, we have been implementing restructuring initiatives. For example, on October 15, 2024, we announced a corporate overhead restructuring plan to reduce operating costs, optimize organizational structure and better align our workforce with the needs to our customers, pursuant to which we reduced our workforce by approximately 650 employees. This restructuring plan was substantially implemented in the fourth quarter of 2024. We recorded charges associated with these actions during the three months ended September 30, 2024, and December 31, 2024. Further, on October 31, 2024, we announced plans to permanently close our pulp and paper mill in Georgetown, South Carolina. We incurred $119 million of charges during the three months ended December 31, 2024 for the Georgetown, South Carolina mill closure. On February 13, 2025, we announced plans to permanently close our containerboard mill in Campti, Louisiana. We expect to incur pre-tax charges of approximately $357 million during the three months ending March 31, 2025. We have also been implementing certain commercial initiatives as a part of our 80/20 strategic approach and our box go-to-market strategy. Among other things, these commercial initiatives include strategically focusing our business, pricing to better reflect the services and value we provide, and aligning resources with our best and most strategic customers. We may be unable to realize the expected benefits from these and other restructuring initiatives that we may in the future undertake. In particular, restructuring activities may divert the attention of management, disrupt operations and fail to achieve the intended cost and operational benefits. If the 24 24 24 Table of Contents Table of Contents Company is unable to realize the expected benefits from its restructuring initiatives, the Company's financial results could be adversely impacted. In addition, because we are unable to predict or control market conditions, including changes in the supply and demand for our products, product prices or manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. Further, cash and non-cash charges may be incurred in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change.We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects and other corporate transactions that are or will be pursued. Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, and other corporate transactions and to realize the benefits expected from such transactions, including the acquisition of DS Smith as set forth above. Ongoing capital investment is also required to expand, maintain and upgrade existing facilities, to develop new facilities and to ensure compliance with new regulatory requirements. Our expenditures on capital projects could be higher than anticipated, the projects may experience unanticipated disruptions or delays in completing the projects and the desired benefits from those projects may not be achieved, including as a result of a deterioration in macroeconomic conditions, the unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. We are subject to the risk that the expected benefits from such transactions may not be achieved. This failure could require an impairment charge to be recorded for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits expected from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets. Corporate transactions of this nature that we may pursue involve a number of special risks, including with respect to the inability to realize business goals with such transactions as noted above, including our acquisition assumptions, the focus of management's attention on these transactions and the assimilation of acquired businesses into existing operations, the demands on financial, operational and information technology systems resulting from acquired businesses, our ability to integrate personnel, labor models, financials, customer relationships, supply chain and logistics, IT and other systems successfully, business culture compatibility, the possibility of becoming responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions, and increasing the scope geographic diversity and complexity of our operations.Moreover, effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make them more difficult to manage. Integration of businesses into our internal control system could cause us to fail to meet our financial reporting obligations. Moreover, any failure to integrate, or delay in integrating, IT systems of acquired businesses could create an increased risk of cybersecurity incidents. Following integration, an acquired business may not produce the expected margins or cash flows. Furthermore, we may finance these strategic transactions by incurring additional debt or issuing equity, which could increase leverage or impact our ability to access capital in the future.There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome.On October 31, 2024, we announced that we were reviewing strategic options for our Global Cellulose Fibers business. There can be no assurance that this review will result in any kind of transaction or other outcome, or, if any transaction or other outcome occurs, the timing or terms thereof. Moreover, our ability to affect any transaction or other outcome may be dependent on a number of factors that may be beyond our control, such as market conditions, industry trends, regulatory approvals, and the availability of financing on favorable terms. In addition, even if this review ultimately results in a transaction or other outcome, there can be no assurance that such transaction or other outcome will have a positive effect on shareholder value.Further, there can be no assurance that this review of strategic options will not cause the diversion of management's attention, interfere with our ability to Company is unable to realize the expected benefits from its restructuring initiatives, the Company's financial results could be adversely impacted. In addition, because we are unable to predict or control market conditions, including changes in the supply and demand for our products, product prices or manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. Further, cash and non-cash charges may be incurred in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change.We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects and other corporate transactions that are or will be pursued. Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, and other corporate transactions and to realize the benefits expected from such transactions, including the acquisition of DS Smith as set forth above. Ongoing capital investment is also required to expand, maintain and upgrade existing facilities, to develop new facilities and to ensure compliance with new regulatory requirements. Our expenditures on capital projects could be higher than anticipated, the projects may experience unanticipated disruptions or delays in completing the projects and the desired benefits from those projects may not be achieved, including as a result of a deterioration in macroeconomic conditions, the unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. We are subject to the risk that the expected benefits from such transactions may not be achieved. This failure could require an impairment charge to be recorded for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits expected from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets. Corporate transactions of this nature that we may pursue involve a number of special risks, including Company is unable to realize the expected benefits from its restructuring initiatives, the Company's financial results could be adversely impacted. In addition, because we are unable to predict or control market conditions, including changes in the supply and demand for our products, product prices or manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. Further, cash and non-cash charges may be incurred in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change. --- ## New in Current Filing: We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects and other corporate transactions that are or will be pursued. Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, and other corporate transactions and to realize the benefits expected from such transactions, including the acquisition of DS Smith as set forth above. Ongoing capital investment is also required to expand, maintain and upgrade existing facilities, to develop new facilities and to ensure compliance with new regulatory requirements. Our expenditures on capital projects could be higher than anticipated, the projects may experience unanticipated disruptions or delays in completing the projects and the desired benefits from those projects may not be achieved, including as a result of a deterioration in macroeconomic conditions, the unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. We are subject to the risk that the expected benefits from such transactions may not be achieved. This failure could require an impairment charge to be recorded for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits expected from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets. Corporate transactions of this nature that we may pursue involve a number of special risks, including with respect to the inability to realize business goals with such transactions as noted above, including our acquisition assumptions, the focus of management's attention on these transactions and the assimilation of acquired businesses into existing operations, the demands on financial, operational and information technology systems resulting from acquired businesses, our ability to integrate personnel, labor models, financials, customer relationships, supply chain and logistics, IT and other systems successfully, business culture compatibility, the possibility of becoming responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions, and increasing the scope geographic diversity and complexity of our operations.Moreover, effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make them more difficult to manage. Integration of businesses into our internal control system could cause us to fail to meet our financial reporting obligations. Moreover, any failure to integrate, or delay in integrating, IT systems of acquired businesses could create an increased risk of cybersecurity incidents. Following integration, an acquired business may not produce the expected margins or cash flows. Furthermore, we may finance these strategic transactions by incurring additional debt or issuing equity, which could increase leverage or impact our ability to access capital in the future.There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome.On October 31, 2024, we announced that we were reviewing strategic options for our Global Cellulose Fibers business. There can be no assurance that this review will result in any kind of transaction or other outcome, or, if any transaction or other outcome occurs, the timing or terms thereof. Moreover, our ability to affect any transaction or other outcome may be dependent on a number of factors that may be beyond our control, such as market conditions, industry trends, regulatory approvals, and the availability of financing on favorable terms. In addition, even if this review ultimately results in a transaction or other outcome, there can be no assurance that such transaction or other outcome will have a positive effect on shareholder value.Further, there can be no assurance that this review of strategic options will not cause the diversion of management's attention, interfere with our ability to with respect to the inability to realize business goals with such transactions as noted above, including our acquisition assumptions, the focus of management's attention on these transactions and the assimilation of acquired businesses into existing operations, the demands on financial, operational and information technology systems resulting from acquired businesses, our ability to integrate personnel, labor models, financials, customer relationships, supply chain and logistics, IT and other systems successfully, business culture compatibility, the possibility of becoming responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions, and increasing the scope geographic diversity and complexity of our operations. Moreover, effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make them more difficult to manage. Integration of businesses into our internal control system could cause us to fail to meet our financial reporting obligations. Moreover, any failure to integrate, or delay in integrating, IT systems of acquired businesses could create an increased risk of cybersecurity incidents. Following integration, an acquired business may not produce the expected margins or cash flows. Furthermore, we may finance these strategic transactions by incurring additional debt or issuing equity, which could increase leverage or impact our ability to access capital in the future. --- ## New in Current Filing: There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome. On October 31, 2024, we announced that we were reviewing strategic options for our Global Cellulose Fibers business. There can be no assurance that this review will result in any kind of transaction or other outcome, or, if any transaction or other outcome occurs, the timing or terms thereof. Moreover, our ability to affect any transaction or other outcome may be dependent on a number of factors that may be beyond our control, such as market conditions, industry trends, regulatory approvals, and the availability of financing on favorable terms. In addition, even if this review ultimately results in a transaction or other outcome, there can be no assurance that such transaction or other outcome will have a positive effect on shareholder value. Further, there can be no assurance that this review of strategic options will not cause the diversion of management's attention, interfere with our ability to 25 25 25 Table of Contents Table of Contents retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation. In addition, we may incur significant costs and expenses in connection with this process. It is also possible that speculation regarding any developments related to this review and perceived uncertainties associated therewith could cause the market price of our common stock to fluctuate significantly or to decline.Our continued growth will depend on our ability to retain existing customers and attract new customers. Our future growth will depend on our ability to retain existing customers, attract new customers as well as make existing customers and new customers increase their volume commitments. There can be no assurance that customers will continue to use our products or that they will be able to continue to attract new volumes at the same rate as in the past. A customer's use of our products may decrease for a variety of reasons, including the customer's level of satisfaction with our products and services, the expansion of business to offer new products, the effectiveness of our support services, the pricing of our products, the pricing, range and quality of competing products, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging industry and in their products. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching packaging providers. Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on our business, results of operations, financial condition and/or future prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other investments and innovations without a guarantee that existing customers will be retained and/or new customers will be attracted.Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse financial effect on our business. We maintain business insurance that we consider to be adequate and appropriate for our business and activities. Certain types of risks such as losses due to natural disasters, riots, acts of war or terrorism are, however, either uninsurable or not economically insurable. In addition, even if a loss is insured, we may be required to pay a significant deductible on any claim for recovery of such loss prior to the insurer being obliged to reimburse the loss, or the amount of the loss may exceed the coverage for the loss. Any uninsured losses could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. We may not be able to adequately secure and protect our intellectual property rights, which could harm our competitive advantage. We rely on intellectual property laws to protect our rights to certain aspects of our systems, products and processes including product designs, proprietary technologies, research and concepts. For example, our packaging business owns hundreds of patents covering our designs and products. Trademarks and licenses and their effective management play an important role in protecting intellectual property rights. The actions taken by us to protect our respective proprietary rights may be inadequate to prevent imitation or unauthorized use. The laws of various countries offer different levels of protection for intellectual property rights and there can be no assurance that our intellectual property rights will not be challenged, invalidated, misappropriated or circumvented by third parties. Any of these possibilities could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. We may fail to identify or leverage digital and/or AI transformation initiatives. We may fail to identify or leverage digital and/or AI transformation initiatives in areas from point-of-sale through to manufacture and delivery to customers, or miss the opportunity to meet the demand for smart products. Failure to implement digital and data programs or identify or prioritize the latest digital and/or AI transformation initiatives may result in us falling behind our competitors with regards to speed to market, smart product offerings, manufacturing capacity and service levels, each of which could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. RISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTSResults of legal proceedings could have a material effect on our consolidated financial results. We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation. In addition, we may incur significant costs and expenses in connection with this process. It is also possible that speculation regarding any developments related to this review and perceived uncertainties associated therewith could cause the market price of our common stock to fluctuate significantly or to decline.Our continued growth will depend on our ability to retain existing customers and attract new customers. Our future growth will depend on our ability to retain existing customers, attract new customers as well as make existing customers and new customers increase their volume commitments. There can be no assurance that customers will continue to use our products or that they will be able to continue to attract new volumes at the same rate as in the past. A customer's use of our products may decrease for a variety of reasons, including the customer's level of satisfaction with our products and services, the expansion of business to offer new products, the effectiveness of our support services, the pricing of our products, the pricing, range and quality of competing products, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging industry and in their products. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching packaging providers. Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on our business, results of operations, financial condition and/or future prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other investments and innovations without a guarantee that existing customers will be retained and/or new customers will be attracted.Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse financial effect on our business. We maintain business insurance that we consider to be adequate and appropriate for our business and activities. Certain types of risks such as losses due to natural disasters, riots, acts of war or terrorism are, however, either uninsurable or not economically insurable. In addition, even if a loss is insured, we may be required to pay a significant deductible on retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation. In addition, we may incur significant costs and expenses in connection with this process. It is also possible that speculation regarding any developments related to this review and perceived uncertainties associated therewith could cause the market price of our common stock to fluctuate significantly or to decline. --- ## New in Current Filing: Our continued growth will depend on our ability to retain existing customers and attract new customers. Our future growth will depend on our ability to retain existing customers, attract new customers as well as make existing customers and new customers increase their volume commitments. There can be no assurance that customers will continue to use our products or that they will be able to continue to attract new volumes at the same rate as in the past. A customer's use of our products may decrease for a variety of reasons, including the customer's level of satisfaction with our products and services, the expansion of business to offer new products, the effectiveness of our support services, the pricing of our products, the pricing, range and quality of competing products, the effects of global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging industry and in their products. Furthermore, the complexity and costs associated with switching to a competitor may not be significant enough to prevent a customer from switching packaging providers. Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on our business, results of operations, financial condition and/or future prospects. These efforts may require substantial financial expenditures, commitments of resources, developments of processes, and other investments and innovations without a guarantee that existing customers will be retained and/or new customers will be attracted. --- ## New in Current Filing: Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse financial effect on our business. We maintain business insurance that we consider to be adequate and appropriate for our business and activities. Certain types of risks such as losses due to natural disasters, riots, acts of war or terrorism are, however, either uninsurable or not economically insurable. In addition, even if a loss is insured, we may be required to pay a significant deductible on any claim for recovery of such loss prior to the insurer being obliged to reimburse the loss, or the amount of the loss may exceed the coverage for the loss. Any uninsured losses could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. We may not be able to adequately secure and protect our intellectual property rights, which could harm our competitive advantage. We rely on intellectual property laws to protect our rights to certain aspects of our systems, products and processes including product designs, proprietary technologies, research and concepts. For example, our packaging business owns hundreds of patents covering our designs and products. Trademarks and licenses and their effective management play an important role in protecting intellectual property rights. The actions taken by us to protect our respective proprietary rights may be inadequate to prevent imitation or unauthorized use. The laws of various countries offer different levels of protection for intellectual property rights and there can be no assurance that our intellectual property rights will not be challenged, invalidated, misappropriated or circumvented by third parties. Any of these possibilities could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. We may fail to identify or leverage digital and/or AI transformation initiatives. We may fail to identify or leverage digital and/or AI transformation initiatives in areas from point-of-sale through to manufacture and delivery to customers, or miss the opportunity to meet the demand for smart products. Failure to implement digital and data programs or identify or prioritize the latest digital and/or AI transformation initiatives may result in us falling behind our competitors with regards to speed to market, smart product offerings, manufacturing capacity and service levels, each of which could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. RISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTSResults of legal proceedings could have a material effect on our consolidated financial results. We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which any claim for recovery of such loss prior to the insurer being obliged to reimburse the loss, or the amount of the loss may exceed the coverage for the loss. Any uninsured losses could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: We may not be able to adequately secure and protect our intellectual property rights, which could harm our competitive advantage. We rely on intellectual property laws to protect our rights to certain aspects of our systems, products and processes including product designs, proprietary technologies, research and concepts. For example, our packaging business owns hundreds of patents covering our designs and products. Trademarks and licenses and their effective management play an important role in protecting intellectual property rights. The actions taken by us to protect our respective proprietary rights may be inadequate to prevent imitation or unauthorized use. The laws of various countries offer different levels of protection for intellectual property rights and there can be no assurance that our intellectual property rights will not be challenged, invalidated, misappropriated or circumvented by third parties. Any of these possibilities could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: We may fail to identify or leverage digital and/or AI transformation initiatives. We may fail to identify or leverage digital and/or AI transformation initiatives in areas from point-of-sale through to manufacture and delivery to customers, or miss the opportunity to meet the demand for smart products. Failure to implement digital and data programs or identify or prioritize the latest digital and/or AI transformation initiatives may result in us falling behind our competitors with regards to speed to market, smart product offerings, manufacturing capacity and service levels, each of which could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. --- ## New in Current Filing: Results of legal proceedings could have a material effect on our consolidated financial results. We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which 26 26 26 Table of Contents Table of Contents may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental proceedings or our other loss contingencies or we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 13 - Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data for further information.For example, we (through both International Paper and our newly acquired DS Smith subsidiaries operating in Italy) are among a number of companies operating in the paper packaging industry subject to a decision by the Italian Competition Authority concerning anti-competitive behavior in Italy. We are further subject to a number of actual and threatened claims for compensation arising out of or relating to the decision by the Italian Competition Authority. Given the early stages of these claims and our intention to defend robustly against such claims, it is too early to predict or reasonably estimate the overall outcome or ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages could not have a material impact on our financial condition.We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation. In connection with the spin-off of Sylvamo Corporation ("Sylvamo"), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, we could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. These Brazilian tax matters relate to assessments for the tax years 2007-2015 of approximately $95 million in tax (adjusted for variation in currency exchange rates) and approximately $235 million in interest, penalties, and fees (adjusted for variation in currency exchange rates). Accordingly, the assessments total approximately $330 million (adjusted for variation in currency exchange rates), although interest, penalties and fees continue to accrue over time. Under the tax matters agreement, our potential liability for such assessments would currently be approximately $210 million (adjusted for variation in currency exchange rates). If we were found liable to pay such amounts, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow. See Note 13 - Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data for further information.If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes. We received opinions from tax advisors and a private letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free for U.S. federal income tax purposes to Sylvamo, us and our shareholders who received a distribution of Sylvamo common stock in connection with the spin-off. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, our advisors and the IRS relied on certain representations and covenants delivered by us and Sylvamo in rendering such opinions and in the private letter ruling. If any of the representations or covenants relied upon for the tax opinions or private letter ruling were inaccurate, incomplete or not complied with by us, Sylvamo or any of their respective subsidiaries, the tax opinions and private letter ruling may be invalid and the conclusions reached therein could be jeopardized. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated for U.S. federal income tax purposes as a taxable gain to us (determined as of the date of the spin-off). In such event, significant U.S. federal income tax liabilities could be incurred by us. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between us and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify us. RISKS RELATED TO OUR INDEBTEDNESSChanges in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities. Maintaining an investment-grade credit rating is an important element of our financial strategy. A downgrade of ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit access to the capital markets, have an adverse effect on the market price of our securities, increase borrowing costs and require us to may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental proceedings or our other loss contingencies or we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 13 - Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data for further information.For example, we (through both International Paper and our newly acquired DS Smith subsidiaries operating in Italy) are among a number of companies operating in the paper packaging industry subject to a decision by the Italian Competition Authority concerning anti-competitive behavior in Italy. We are further subject to a number of actual and threatened claims for compensation arising out of or relating to the decision by the Italian Competition Authority. Given the early stages of these claims and our intention to defend robustly against such claims, it is too early to predict or reasonably estimate the overall outcome or ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages could not have a material impact on our financial condition.We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation. In connection with the spin-off of Sylvamo Corporation ("Sylvamo"), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, we could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. These Brazilian tax matters relate to assessments for the tax years 2007-2015 of approximately $95 million in tax (adjusted for variation in currency exchange rates) and approximately $235 million in interest, penalties, and fees (adjusted for variation in currency exchange rates). Accordingly, the assessments total approximately $330 million (adjusted for variation in currency exchange rates), although interest, penalties and fees continue to accrue over time. Under the tax matters agreement, our potential liability for such assessments would currently be approximately $210 million (adjusted for variation in currency exchange rates). If we were found liable to pay such amounts, may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental proceedings or our other loss contingencies or we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 13 - Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data for further information. For example, we (through both International Paper and our newly acquired DS Smith subsidiaries operating in Italy) are among a number of companies operating in the paper packaging industry subject to a decision by the Italian Competition Authority concerning anti-competitive behavior in Italy. We are further subject to a number of actual and threatened claims for compensation arising out of or relating to the decision by the Italian Competition Authority. Given the early stages of these claims and our intention to defend robustly against such claims, it is too early to predict or reasonably estimate the overall outcome or ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages could not have a material impact on our financial condition. --- ## New in Current Filing: We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation. In connection with the spin-off of Sylvamo Corporation ("Sylvamo"), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, we could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. These Brazilian tax matters relate to assessments for the tax years 2007-2015 of approximately $95 million in tax (adjusted for variation in currency exchange rates) and approximately $235 million in interest, penalties, and fees (adjusted for variation in currency exchange rates). Accordingly, the assessments total approximately $330 million (adjusted for variation in currency exchange rates), although interest, penalties and fees continue to accrue over time. Under the tax matters agreement, our potential liability for such assessments would currently be approximately $210 million (adjusted for variation in currency exchange rates). If we were found liable to pay such amounts, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow. See Note 13 - Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data for further information.If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes. We received opinions from tax advisors and a private letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free for U.S. federal income tax purposes to Sylvamo, us and our shareholders who received a distribution of Sylvamo common stock in connection with the spin-off. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, our advisors and the IRS relied on certain representations and covenants delivered by us and Sylvamo in rendering such opinions and in the private letter ruling. If any of the representations or covenants relied upon for the tax opinions or private letter ruling were inaccurate, incomplete or not complied with by us, Sylvamo or any of their respective subsidiaries, the tax opinions and private letter ruling may be invalid and the conclusions reached therein could be jeopardized. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated for U.S. federal income tax purposes as a taxable gain to us (determined as of the date of the spin-off). In such event, significant U.S. federal income tax liabilities could be incurred by us. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between us and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify us. RISKS RELATED TO OUR INDEBTEDNESSChanges in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities. Maintaining an investment-grade credit rating is an important element of our financial strategy. A downgrade of ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit access to the capital markets, have an adverse effect on the market price of our securities, increase borrowing costs and require us to this could have an adverse effect on our business, financial condition, results of operations and/or cash flow. See Note 13 - Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data for further information. --- ## New in Current Filing: If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes. We received opinions from tax advisors and a private letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free for U.S. federal income tax purposes to Sylvamo, us and our shareholders who received a distribution of Sylvamo common stock in connection with the spin-off. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, our advisors and the IRS relied on certain representations and covenants delivered by us and Sylvamo in rendering such opinions and in the private letter ruling. If any of the representations or covenants relied upon for the tax opinions or private letter ruling were inaccurate, incomplete or not complied with by us, Sylvamo or any of their respective subsidiaries, the tax opinions and private letter ruling may be invalid and the conclusions reached therein could be jeopardized. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated for U.S. federal income tax purposes as a taxable gain to us (determined as of the date of the spin-off). In such event, significant U.S. federal income tax liabilities could be incurred by us. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between us and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify us. --- ## New in Current Filing: The level of our indebtedness could adversely affect our financial condition and impair our ability to operate our business. As of December 31, 2024, we had approximately $5.6 billion of outstanding indebtedness. The level of our indebtedness could have important consequences to our financial condition, operating results and business, including the following: •it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, dividends, share repurchases, debt service requirements, acquisitions and general corporate or other purposes; •a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities; •the debt service requirements of our indebtedness could make it more difficult for us to satisfy other obligations; •it may limit our ability to adjust to changing market conditions, including to take actions in connection with changes in interest rates (such as in the current elevated interest rate environment), and place us at a competitive disadvantage compared to our competitors that have less debt;•it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars;•it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance indebtedness at higher interest rates, which risk is heightened by the current high interest rate environment; and•it may increase our vulnerability to a downturn in general economic conditions or in our business, and may make us unable to carry out capital spending that is important to our growth.In addition, we are subject to agreements governing our indebtedness that require us to meet and maintain certain financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above.We are subject to risks associated with variable rate debt. We are subject to interest rate risk associated with short-term cash investments, variable rate debts, supply chain financing and short-term debt. We are also exposed to interest rate risk in relation to our installment notes and loans in the Temple Inland timber monetization special purpose entities. We have variable rate debt in the aggregate amount of approximately $908 million as of December 31, 2024. Interest rates rose significantly during 2022 and 2023 disadvantage compared to our competitors that have less debt; •it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars; •it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance indebtedness at higher interest rates, which risk is heightened by the current high interest rate environment; and •it may increase our vulnerability to a downturn in general economic conditions or in our business, and may make us unable to carry out capital spending that is important to our growth. In addition, we are subject to agreements governing our indebtedness that require us to meet and maintain certain financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above. --- ## New in Current Filing: We are subject to risks associated with variable rate debt. We are subject to interest rate risk associated with short-term cash investments, variable rate debts, supply chain financing and short-term debt. We are also exposed to interest rate risk in relation to our installment notes and loans in the Temple Inland timber monetization special purpose entities. We have variable rate debt in the aggregate amount of approximately $908 million as of December 31, 2024. Interest rates rose significantly during 2022 and 2023 28 28 28 Table of Contents Table of Contents with adjustments made by the Federal Reserve in 2024 to address economic conditions. Interest rates could remain volatile in 2025. Changes in interest rates impacts the earnings on our short-term cash investments, the interest rate payable on our variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate on our short-term debt.Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes. We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple Inland's 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, the three letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $486 million in deferred income taxes if replacement banks cannot be obtained. RISKS RELATED TO OUR PENSION AND HEALTHCARE COSTSOur pension and health care costs are subject to numerous factors which could cause these costs to change. We have defined benefit pension plans covering substantially all U.S. salaried employees hired prior to July 1, 2004, and substantially all hourly union and non-union employees regardless of hire date. We froze participation for U.S. salaried employees under these plans, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. We provide retiree health care benefits to certain former U.S. employees, as well as financial assistance toward the cost of individual retiree medical coverage for certain former U.S. salaried employees. Pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan's funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight. If any of these factors cause pension costs or health care benefits to increase in future periods, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow. Our U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time we may be required to make cash payments to the plan, reducing the cash available for our business. We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of plan assets. As of December 31, 2024, we had an overfunded U.S. qualified pension with a surplus of $92 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification 715, "Compensation - Retirement Benefits," as of December 31, 2024 was $156 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. If benefit obligations under the U.S. qualified pension exceed the value of plan assets by more than permitted under applicable statutory minimum funding requirements, then we may be required to make additional contributions to the U.S. qualified pension. Such contributions may have an adverse effect on our operational results and cash flow.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 1C. CYBERSECURITYRISK MANAGEMENT AND STRATEGYThe Company's cybersecurity risk management processes are integrated into our overall risk management system. The Company has a formalized enterprise risk management program overseen by the with adjustments made by the Federal Reserve in 2024 to address economic conditions. Interest rates could remain volatile in 2025. Changes in interest rates impacts the earnings on our short-term cash investments, the interest rate payable on our variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate on our short-term debt.Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes. We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple Inland's 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, the three letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $486 million in deferred income taxes if replacement banks cannot be obtained. RISKS RELATED TO OUR PENSION AND HEALTHCARE COSTSOur pension and health care costs are subject to numerous factors which could cause these costs to change. We have defined benefit pension plans covering substantially all U.S. salaried employees hired prior to July 1, 2004, and substantially all hourly union and non-union employees regardless of hire date. We froze participation for U.S. salaried employees under these plans, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. We provide retiree health care benefits to certain former U.S. employees, as well as financial assistance toward the cost of individual retiree medical coverage for certain former U.S. salaried employees. Pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future with adjustments made by the Federal Reserve in 2024 to address economic conditions. Interest rates could remain volatile in 2025. Changes in interest rates impacts the earnings on our short-term cash investments, the interest rate payable on our variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate on our short-term debt. --- ## New in Current Filing: Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes. We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple Inland's 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, the three letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $486 million in deferred income taxes if replacement banks cannot be obtained. --- ## New in Current Filing: Our U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time we may be required to make cash payments to the plan, reducing the cash available for our business. We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of plan assets. As of December 31, 2024, we had an overfunded U.S. qualified pension with a surplus of $92 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification 715, "Compensation - Retirement Benefits," as of December 31, 2024 was $156 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. If benefit obligations under the U.S. qualified pension exceed the value of plan assets by more than permitted under applicable statutory minimum funding requirements, then we may be required to make additional contributions to the U.S. qualified pension. Such contributions may have an adverse effect on our operational results and cash flow. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY --- ## New in Current Filing: Oversight of Third Parties The Company has processes to oversee and identify material risks from cybersecurity threats associated with the Company's use of third-party service providers. In this regard, the Company's cybersecurity risk management program takes into account third-party systems whereby the Company could be impacted by the compromise of the security of vendors or other business relations of the Company, and the Company has a comprehensive third-party access management system. In addition, the Company conducts risk-based due diligence on the profiles of third-party service providers with respect to cybersecurity risks prior to engagement, and providers of critical services are continuously monitored with respect to security risks. The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations. GOVERNANCE --- ## New in Current Filing: EXECUTIVE SUMMARY Full-year 2024 net earnings attributable to shareholders were $557 million ($1.57 per diluted share) compared with $288 million ($0.82 per diluted share) for full-year 2023. In 2024, we initiated our strategy to deliver profitable growth as the low-cost, most reliable and innovative sustainable packaging solutions provider for our customers. Through a disciplined 80/20 approach, we restructured our corporate organization, added resources to the business, reduced structural costs through footprint actions and successfully piloted regional box plant optimization. Our earnings stabilized in the fourth quarter 2024 and we intend to accelerate earnings improvement in 2025. Our Go-to-Market value over volume reset was largely complete in 2024 and we expect the final unfavorable impacts to volume to be behind us later in 2025. There was a significant focus throughout 2024 on cost reduction. This included a zero-up approach to the corporate organization, including shifting resources to the business and reducing corporate staffing to the level required as a public company. We expect this to reduce costs by approximately $120 million on a run rate basis. Additionally, we made the challenging decision to close five box plants and our Global Cellulose Fibers Georgetown, South Carolina mill. These actions are expected to remove roughly another $110 million of annual cost on a run rate basis. Mill reliability was an issue in 2024 resulting in elevated costs throughout the year. This presents a significant cost reduction opportunity and we will continue to improve the reliability at our mills and optimize our mill and box system so that we are able to reduce structural costs. Finally, we completed the acquisition of DS Smith on January 31, 2025, creating a global leader in sustainable packaging solutions, focused on the attractive and growing North American and EMEA regions. Comparing 2024 financial performance to 2023, sales in our North American Industrial Packaging business were relatively flat versus the prior year. This was due in part to higher price and mix driven by favorable prior index movements and the execution of our go-to-market strategy. The improved price and mix was offset by lower volumes as we worked through customer contract restructuring. This decline was in line with our expectations. Sales in our Global Cellulose Fibers business were lower compared to prior year. This was due to lower price and mix driven by prior index movements. Volume was relatively flat versus 2023. Cost of products sold in our North American Industrial Packaging business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses. This was partially offset by higher costs associated with mill reliability issues along with increased input costs on higher recovered fiber costs. Cost of products sold in our Global Cellulose Fibers business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses and lower input costs. Cost of products sold includes higher costs associated with mill reliability issues. Selling and administrative expenses were higher in our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by higher employee incentive compensation expense. Distribution expenses were lower in both our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by lower freight expense on reduced sales. Looking ahead to the first quarter 2025 in our North American Industrial Packaging business, as compared to the fourth quarter 2024 and without consideration of the DS Smith acquisition, we expect slightly lower price and mix based on lower export pricing observed to date along with an unfavorable seasonal mix impact. Volume is expected to be slightly higher in the first quarter 2025 due to two more shipping days partially offset by the near-term impact of our go-to-market strategy. Operations and costs are expected to increase earnings driven by the benefits of our box plant optimization as well as the non-repeat of the higher incentive compensation costs and other unfavorable items from the fourth quarter 2024. Maintenance outage expense is expected to be marginally lower relative to the fourth quarter 2024. Input costs are expected to be relatively flat as higher energy costs will be offset by lower recovered fiber costs. Finally, in February we announced our plan to close the containerboard mill in Campti, Louisiana with operations expected to cease by March 31, 2025. We estimate that the closure will result in aggregate pre-tax charges of approximately $357 million, including pre-tax noncash asset write-offs of approximately $311 million (of which $276 million is accelerated depreciation), and pre-tax cash severance and other shutdown charges of approximately $46 million. In our Global Cellulose Fibers business, we expect price and mix to be lower due to unfavorable prior index movements. We expect volume to be relatively flat. Operations and costs are expected to increase earnings due to customer contract restructuring. This decline was in line with our expectations. Sales in our Global Cellulose Fibers business were lower compared to prior year. This was due to lower price and mix driven by prior index movements. Volume was relatively flat versus 2023. Cost of products sold in our North American Industrial Packaging business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses. This was partially offset by higher costs associated with mill reliability issues along with increased input costs on higher recovered fiber costs. Cost of products sold in our Global Cellulose Fibers business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses and lower input costs. Cost of products sold includes higher costs associated with mill reliability issues. Selling and administrative expenses were higher in our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by higher employee incentive compensation expense. Distribution expenses were lower in both our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by lower freight expense on reduced sales. Looking ahead to the first quarter 2025 in our North American Industrial Packaging business, as compared to the fourth quarter 2024 and without consideration of the DS Smith acquisition, we expect slightly lower price and mix based on lower export pricing observed to date along with an unfavorable seasonal mix impact. Volume is expected to be slightly higher in the first quarter 2025 due to two more shipping days partially offset by the near-term impact of our go-to-market strategy. Operations and costs are expected to increase earnings driven by the benefits of our box plant optimization as well as the non-repeat of the higher incentive compensation costs and other unfavorable items from the fourth quarter 2024. Maintenance outage expense is expected to be marginally lower relative to the fourth quarter 2024. Input costs are expected to be relatively flat as higher energy costs will be offset by lower recovered fiber costs. Finally, in February we announced our plan to close the containerboard mill in Campti, Louisiana with operations expected to cease by March 31, 2025. We estimate that the closure will result in aggregate pre-tax charges of approximately $357 million, including pre-tax noncash asset write-offs of approximately $311 million (of which $276 million is accelerated depreciation), and pre-tax cash severance and other shutdown charges of approximately $46 million. In our Global Cellulose Fibers business, we expect price and mix to be lower due to unfavorable prior index movements. We expect volume to be relatively flat. Operations and costs are expected to increase earnings due to 35 35 35 Table of Contents Table of Contents improved mill performance and reliability along with the non-repeat of the higher incentive compensation costs and other unfavorable one-time items from the fourth quarter 2024. Maintenance outage expense is expected to decrease earnings while input costs are expected to be stable relative to the fourth quarter 2024. In closing, we believe 2025 will be a transformational year. During the first few months, we anticipate earnings will continue the stabilization trend we saw in the fourth quarter 2024. As we progress further in the year, we expect our earnings to progressively ramp up as the commercial contract restructuring is completed and the 80/20 initiatives deliver value. We have an ambitious pipeline of capital projects that we predict will facilitate the regional optimization of our box system and deliver profitable market share growth. We believe we are well on our way to building a performance-driven and customer-centric culture. We are confident we have developed the right strategy and a concrete plan that will deliver customer excellence and drive profitable growth. We believe our actions will drive transformational improvements and create significant value for our shareholders.Acquisition of DS SmithOn January 31, 2025, the Company, through its indirect wholly owned subsidiary, International Paper UK Holdings Limited, completed the closing (the "Closing") of its previously announced business combination of the entire issued and to be issued ordinary shares of DS Smith plc, a public limited company registered in England and Wales that has since been re-registered as DS Smith Limited, a private limited company ("DS Smith"). The business combination was effected by means of a court-sanctioned scheme of arrangement between DS Smith and shareholders of DS Smith under Part 26 of the UK Companies Act 2006, as amended.The consummation followed the Company's April 16, 2024 announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers disclosing the terms of the business combination (the "Rule 2.7 Announcement"), pursuant to which, for each ordinary share of DS Smith (the "DS Smith Shares"), DS Smith shareholders would receive 0.1285 of a new share of common stock of the Company, par value $1.00 per share (the "Company Common Stock"), resulting in the issuance of 178,126,631 new shares of Company Common Stock (the "New Company Common Stock").On January 24, 2025, the European Commission issued its Phase I clearance of the business combination, conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations.On February 4, 2025, the DS Smith Shares were delisted from the London Stock Exchange (the "LSE") and the shares of New Company Common Stock began trading on the New York Stock Exchange under the symbol "IP" and the shares of Company Common Stock, including the shares of New Company Common Stock, began trading on the LSE via a secondary listing under the symbol "IPC."Reconciliation of Net earnings (loss) to Adjusted operating earnings (loss)Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures defined as net earnings (loss) (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of discontinued operations, non-operating pension expense (income) and net special items, as described in greater detail below, from net earnings (loss) reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses these non-GAAP measures to focus on ongoing operations and believes that such non-GAAP measures are useful to investors in assessing the operational performance of the Company and enabling investors to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using these non-GAAP measures, along with the most directly comparable GAAP measures, provides for a more complete analysis of the Company's results of operations.Non-operating pension expense (income) represents amortization of prior service cost, amortization of actuarial gains/losses, expected return on assets and interest cost. The Company excludes these amounts from our Adjusted Operating Earnings as the Company does not believe these items reflect ongoing operations. These particular pension cost elements are not directly attributable to current employee service. The Company includes service cost in our non-GAAP measure as it is directly attributable to employee service, and the corresponding employees' other compensation elements, in connection with ongoing operations. improved mill performance and reliability along with the non-repeat of the higher incentive compensation costs and other unfavorable one-time items from the fourth quarter 2024. Maintenance outage expense is expected to decrease earnings while input costs are expected to be stable relative to the fourth quarter 2024. In closing, we believe 2025 will be a transformational year. During the first few months, we anticipate earnings will continue the stabilization trend we saw in the fourth quarter 2024. As we progress further in the year, we expect our earnings to progressively ramp up as the commercial contract restructuring is completed and the 80/20 initiatives deliver value. We have an ambitious pipeline of capital projects that we predict will facilitate the regional optimization of our box system and deliver profitable market share growth. We believe we are well on our way to building a performance-driven and customer-centric culture. We are confident we have developed the right strategy and a concrete plan that will deliver customer excellence and drive profitable growth. We believe our actions will drive transformational improvements and create significant value for our shareholders.Acquisition of DS SmithOn January 31, 2025, the Company, through its indirect wholly owned subsidiary, International Paper UK Holdings Limited, completed the closing (the "Closing") of its previously announced business combination of the entire issued and to be issued ordinary shares of DS Smith plc, a public limited company registered in England and Wales that has since been re-registered as DS Smith Limited, a private limited company ("DS Smith"). The business combination was effected by means of a court-sanctioned scheme of arrangement between DS Smith and shareholders of DS Smith under Part 26 of the UK Companies Act 2006, as amended.The consummation followed the Company's April 16, 2024 announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers disclosing the terms of the business combination (the "Rule 2.7 Announcement"), pursuant to which, for each ordinary share of DS Smith (the "DS Smith Shares"), DS Smith shareholders would receive 0.1285 of a new share of common stock of the Company, par value $1.00 per share (the "Company Common Stock"), resulting in the issuance of 178,126,631 new shares of Company Common Stock (the "New Company Common Stock").On January 24, 2025, the European Commission issued its Phase I clearance of the business combination, conditional on International Paper improved mill performance and reliability along with the non-repeat of the higher incentive compensation costs and other unfavorable one-time items from the fourth quarter 2024. Maintenance outage expense is expected to decrease earnings while input costs are expected to be stable relative to the fourth quarter 2024. In closing, we believe 2025 will be a transformational year. During the first few months, we anticipate earnings will continue the stabilization trend we saw in the fourth quarter 2024. As we progress further in the year, we expect our earnings to progressively ramp up as the commercial contract restructuring is completed and the 80/20 initiatives deliver value. We have an ambitious pipeline of capital projects that we predict will facilitate the regional optimization of our box system and deliver profitable market share growth. We believe we are well on our way to building a performance-driven and customer-centric culture. We are confident we have developed the right strategy and a concrete plan that will deliver customer excellence and drive profitable growth. We believe our actions will drive transformational improvements and create significant value for our shareholders. --- ## New in Current Filing: Acquisition of DS Smith On January 31, 2025, the Company, through its indirect wholly owned subsidiary, International Paper UK Holdings Limited, completed the closing (the "Closing") of its previously announced business combination of the entire issued and to be issued ordinary shares of DS Smith plc, a public limited company registered in England and Wales that has since been re-registered as DS Smith Limited, a private limited company ("DS Smith"). The business combination was effected by means of a court-sanctioned scheme of arrangement between DS Smith and shareholders of DS Smith under Part 26 of the UK Companies Act 2006, as amended. The consummation followed the Company's April 16, 2024 announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers disclosing the terms of the business combination (the "Rule 2.7 Announcement"), pursuant to which, for each ordinary share of DS Smith (the "DS Smith Shares"), DS Smith shareholders would receive 0.1285 of a new share of common stock of the Company, par value $1.00 per share (the "Company Common Stock"), resulting in the issuance of 178,126,631 new shares of Company Common Stock (the "New Company Common Stock"). On January 24, 2025, the European Commission issued its Phase I clearance of the business combination, conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations.On February 4, 2025, the DS Smith Shares were delisted from the London Stock Exchange (the "LSE") and the shares of New Company Common Stock began trading on the New York Stock Exchange under the symbol "IP" and the shares of Company Common Stock, including the shares of New Company Common Stock, began trading on the LSE via a secondary listing under the symbol "IPC."Reconciliation of Net earnings (loss) to Adjusted operating earnings (loss)Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures defined as net earnings (loss) (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of discontinued operations, non-operating pension expense (income) and net special items, as described in greater detail below, from net earnings (loss) reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses these non-GAAP measures to focus on ongoing operations and believes that such non-GAAP measures are useful to investors in assessing the operational performance of the Company and enabling investors to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using these non-GAAP measures, along with the most directly comparable GAAP measures, provides for a more complete analysis of the Company's results of operations.Non-operating pension expense (income) represents amortization of prior service cost, amortization of actuarial gains/losses, expected return on assets and interest cost. The Company excludes these amounts from our Adjusted Operating Earnings as the Company does not believe these items reflect ongoing operations. These particular pension cost elements are not directly attributable to current employee service. The Company includes service cost in our non-GAAP measure as it is directly attributable to employee service, and the corresponding employees' other compensation elements, in connection with ongoing operations. entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations. On February 4, 2025, the DS Smith Shares were delisted from the London Stock Exchange (the "LSE") and the shares of New Company Common Stock began trading on the New York Stock Exchange under the symbol "IP" and the shares of Company Common Stock, including the shares of New Company Common Stock, began trading on the LSE via a secondary listing under the symbol "IPC." --- ## New in Current Filing: Reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures defined as net earnings (loss) (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of discontinued operations, non-operating pension expense (income) and net special items, as described in greater detail below, from net earnings (loss) reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses these non-GAAP measures to focus on ongoing operations and believes that such non-GAAP measures are useful to investors in assessing the operational performance of the Company and enabling investors to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using these non-GAAP measures, along with the most directly comparable GAAP measures, provides for a more complete analysis of the Company's results of operations. Non-operating pension expense (income) represents amortization of prior service cost, amortization of actuarial gains/losses, expected return on assets and interest cost. The Company excludes these amounts from our Adjusted Operating Earnings as the Company does not believe these items reflect ongoing operations. These particular pension cost elements are not directly attributable to current employee service. The Company includes service cost in our non-GAAP measure as it is directly attributable to employee service, and the corresponding employees' other compensation elements, in connection with ongoing operations. 36 36 36 Table of Contents Table of Contents The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a total basis. Additional detail is provided below regarding the net special items expense (income) referenced in the charts below.In millions20242023Net Earnings (Loss)$557 $288 Less - Discontinued operations, net of taxes (gain) loss - 14 Earnings (Loss) from Continuing Operations557 302 Add back - Non-operating pension expense (income)(42)54 Add back - Net special items expense (income) (a)363 150 Income tax effect - Non-operating pension and special items (b)(478)(68)Adjusted Operating Earnings (Loss)$400 $438 (a) Adjusted operating earnings (non-GAAP), and adjusted operating earnings per share (non-GAAP) for the year ended December 31, 2023, included in this Annual Report on Form 10-K have been adjusted to include the pre-tax charge of $422 million for accelerated depreciation related to mill strategic actions in the year ended December 31, 2023. This charge was previously treated as a special item and excluded from these non-GAAP earnings measures.(b) Special items for the year ended December 31, 2024 include a tax benefit of $416 million related to internal legal entity restructuring. This amount also includes tax expense of $10 million on the non-operating pension income and a tax benefit of $72 million associated with special items. Special items for the year ended December 31, 2023 includes a tax benefit of $23 million for the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. This amount also includes tax benefit of $13 million on the non-operating pension expense and a tax benefit of $36 million associated with special items.In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Net Earnings (Loss)$(147)$150 $(284)Less - Discontinued operations, net of taxes (gain) loss - - - Earnings (Loss) from Continuing Operations(147)150 (284)Add back - Non-operating pension expense (income)(8)(12)14 Add back - Net special items expense (income)182 114 124 Income tax effect - Non-operating pension and special items (a) (34)(99)(29)Adjusted Operating Earnings (Loss)$(7)$153 $(175)(a) This amount for the three months ended December 31, 2024 includes tax expense of $2 million on the non-operating pension income and a tax benefit of $36 million associated with special items. Special items for the three months ended September 30, 2024 include a tax benefit of $78 million related to internal legal entity restructuring. This amount also includes tax expense of $3 million on the non-operating pension income and a tax benefit of $24 million associated with special items. Special items for the three months ended December 31, 2023 include tax expense of $4 million related to internal legal entity restructuring. This amount also includes tax benefit of $3 million on the non-operating pension expense and a tax benefit of $30 million associated with special items. Effects of Net Special Items Expense (Income)Pre-tax special items included in continuing operations totaling $363 million and $150 million were recorded in 2024 and 2023, respectively. Details of these charges were as follows:Special ItemsIn millions20242023Mill closure costs$121 (a)$118 (a)Severance and other costs105 (b)(19)(j)DS Smith combination costs86 (c) - Environmental remediation reserve adjustments60 (d)36 (d)Strategic advisory fees37 (c) - Third-party warehouse fire13 (e) - Legal reserve adjustments10 (f) - Global Cellulose Fibers strategic options costs5 (c)Net (gains) on sales of fixed assets(58)(g) - Italy antitrust(6)(h) - Equity method investment impairment - 18 (k)Interest related to settlement of tax audits(10)(i)(6)(i)Interest related to the timber monetization settlement - 3 (l)Total Pre-Tax Special Items$363 $150 (a) Severance and other closure costs associated with our mill strategic actions recorded in restructuring and other charges, net.(b) Severance and other costs associated with the Company's 80/20 strategic approach which includes the realignment of resources recorded in restructuring and other charges, net. (c) Transaction related costs that the Company believes are not reflective of the Company's underlying operations recorded in selling and administrative expenses.(d) Environmental remediation adjustments associated with remediation work at sites that have been closed/divested that the Company believes are not reflective of the Company's underlying operations recorded in cost of products sold.(e) The Company's cost for third-party damages associated with a warehouse fire in Morocco recorded in cost of products sold.(f) Legal reserve adjustment associated with a previously discontinued business recorded in cost of products sold.(g) Net gains related to the sale of a building at our permanently closed Orange, Texas containerboard mill, miscellaneous land sales and other items that the Company does not believe are reflective of the Company's underlying operations recorded in net (gains) losses on fixed assets.(h) Settlement associated with an Italian antitrust matter initially recorded as a special item in 2019 recorded in cost of products sold. (i) Interest income on tax overpayments in prior years associated with the settlement of certain tax audits recorded in interest expense, net.(j) Revision of severance estimates related to the Company's Build a Better IP initiative recorded in restructuring and other charges, net. The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a total basis. Additional detail is provided below regarding the net special items expense (income) referenced in the charts below.In millions20242023Net Earnings (Loss)$557 $288 Less - Discontinued operations, net of taxes (gain) loss - 14 Earnings (Loss) from Continuing Operations557 302 Add back - Non-operating pension expense (income)(42)54 Add back - Net special items expense (income) (a)363 150 Income tax effect - Non-operating pension and special items (b)(478)(68)Adjusted Operating Earnings (Loss)$400 $438 (a) Adjusted operating earnings (non-GAAP), and adjusted operating earnings per share (non-GAAP) for the year ended December 31, 2023, included in this Annual Report on Form 10-K have been adjusted to include the pre-tax charge of $422 million for accelerated depreciation related to mill strategic actions in the year ended December 31, 2023. This charge was previously treated as a special item and excluded from these non-GAAP earnings measures.(b) Special items for the year ended December 31, 2024 include a tax benefit of $416 million related to internal legal entity restructuring. This amount also includes tax expense of $10 million on the non-operating pension income and a tax benefit of $72 million associated with special items. Special items for the year ended December 31, 2023 includes a tax benefit of $23 million for the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. This amount also includes tax benefit of $13 million on the non-operating pension expense and a tax benefit of $36 million associated with special items.In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Net Earnings (Loss)$(147)$150 $(284)Less - Discontinued operations, net of taxes (gain) loss - - - Earnings (Loss) from Continuing Operations(147)150 (284)Add back - Non-operating pension expense (income)(8)(12)14 Add back - Net special items expense (income)182 114 124 Income tax effect - Non-operating pension and special items (a) (34)(99)(29)Adjusted Operating Earnings (Loss)$(7)$153 $(175)(a) This amount for the three months ended December 31, 2024 includes tax expense of $2 million on the non-operating pension income and a tax benefit of $36 million associated with special items. Special items for the three months ended September 30, 2024 include a tax benefit of $78 million related to internal legal entity restructuring. This amount also includes tax expense of $3 million on the non-operating pension income and a tax benefit of $24 million associated with special items. Special items for the The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a total basis. Additional detail is provided below regarding the net special items expense (income) referenced in the charts below. In millions20242023Net Earnings (Loss)$557 $288 Less - Discontinued operations, net of taxes (gain) loss - 14 Earnings (Loss) from Continuing Operations557 302 Add back - Non-operating pension expense (income)(42)54 Add back - Net special items expense (income) (a)363 150 Income tax effect - Non-operating pension and special items (b)(478)(68)Adjusted Operating Earnings (Loss)$400 $438 (a) Adjusted operating earnings (non-GAAP), and adjusted operating earnings per share (non-GAAP) for the year ended December 31, 2023, included in this Annual Report on Form 10-K have been adjusted to include the pre-tax charge of $422 million for accelerated depreciation related to mill strategic actions in the year ended December 31, 2023. This charge was previously treated as a special item and excluded from these non-GAAP earnings measures. (b) Special items for the year ended December 31, 2024 include a tax benefit of $416 million related to internal legal entity restructuring. This amount also includes tax expense of $10 million on the non-operating pension income and a tax benefit of $72 million associated with special items. Special items for the year ended December 31, 2023 includes a tax benefit of $23 million for the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. This amount also includes tax benefit of $13 million on the non-operating pension expense and a tax benefit of $36 million associated with special items. In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Net Earnings (Loss)$(147)$150 $(284)Less - Discontinued operations, net of taxes (gain) loss - - - Earnings (Loss) from Continuing Operations(147)150 (284)Add back - Non-operating pension expense (income)(8)(12)14 Add back - Net special items expense (income)182 114 124 Income tax effect - Non-operating pension and special items (a) (34)(99)(29)Adjusted Operating Earnings (Loss)$(7)$153 $(175) (a) This amount for the three months ended December 31, 2024 includes tax expense of $2 million on the non-operating pension income and a tax benefit of $36 million associated with special items. Special items for the three months ended September 30, 2024 include a tax benefit of $78 million related to internal legal entity restructuring. This amount also includes tax expense of $3 million on the non-operating pension income and a tax benefit of $24 million associated with special items. Special items for the three months ended December 31, 2023 include tax expense of $4 million related to internal legal entity restructuring. This amount also includes tax benefit of $3 million on the non-operating pension expense and a tax benefit of $30 million associated with special items. Effects of Net Special Items Expense (Income)Pre-tax special items included in continuing operations totaling $363 million and $150 million were recorded in 2024 and 2023, respectively. Details of these charges were as follows:Special ItemsIn millions20242023Mill closure costs$121 (a)$118 (a)Severance and other costs105 (b)(19)(j)DS Smith combination costs86 (c) - Environmental remediation reserve adjustments60 (d)36 (d)Strategic advisory fees37 (c) - Third-party warehouse fire13 (e) - Legal reserve adjustments10 (f) - Global Cellulose Fibers strategic options costs5 (c)Net (gains) on sales of fixed assets(58)(g) - Italy antitrust(6)(h) - Equity method investment impairment - 18 (k)Interest related to settlement of tax audits(10)(i)(6)(i)Interest related to the timber monetization settlement - 3 (l)Total Pre-Tax Special Items$363 $150 (a) Severance and other closure costs associated with our mill strategic actions recorded in restructuring and other charges, net.(b) Severance and other costs associated with the Company's 80/20 strategic approach which includes the realignment of resources recorded in restructuring and other charges, net. (c) Transaction related costs that the Company believes are not reflective of the Company's underlying operations recorded in selling and administrative expenses.(d) Environmental remediation adjustments associated with remediation work at sites that have been closed/divested that the Company believes are not reflective of the Company's underlying operations recorded in cost of products sold.(e) The Company's cost for third-party damages associated with a warehouse fire in Morocco recorded in cost of products sold.(f) Legal reserve adjustment associated with a previously discontinued business recorded in cost of products sold.(g) Net gains related to the sale of a building at our permanently closed Orange, Texas containerboard mill, miscellaneous land sales and other items that the Company does not believe are reflective of the Company's underlying operations recorded in net (gains) losses on fixed assets.(h) Settlement associated with an Italian antitrust matter initially recorded as a special item in 2019 recorded in cost of products sold. (i) Interest income on tax overpayments in prior years associated with the settlement of certain tax audits recorded in interest expense, net.(j) Revision of severance estimates related to the Company's Build a Better IP initiative recorded in restructuring and other charges, net. three months ended December 31, 2023 include tax expense of $4 million related to internal legal entity restructuring. This amount also includes tax benefit of $3 million on the non-operating pension expense and a tax benefit of $30 million associated with special items. --- ## New in Current Filing: RESULTS OF OPERATIONS While the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, 38 38 38 Table of Contents Table of Contents Europe, Latin America, North Africa and the Middle East.Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates.Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization. In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, recovered fiber and chemical costs; energy costs; freight costs; mill outage costs; salary and benefits costs, including pensions; and manufacturing conversion costs.The following summarizes our results from continuing operations for the year ended December 31, 2024 compared with the year ended December 31, 2023:In millions20242023Net sales$18,619 $18,916 Cost of products sold13,376 13,629 Selling and administrative expenses1,840 1,360 Depreciation and amortization1,305 1,432 Distribution expenses1,475 1,575 Taxes other than payroll and income taxes147 154 Restructuring and other charges, net221 99 Net (gains) losses on sales of fixed assets(58) - Interest expense, net208 231 Non-operating pension (income) expense(42)54 Earnings from continuing operations before income taxes and equity earnings (loss)147 382 Income tax provision (benefit)(415)59 Equity earnings (loss), net of taxes(5)(21)Earnings (loss) from continuing operations$557 $302 TWELVE MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2023The following is a discussion of International Paper's consolidated results of operations for the year ended December 31, 2024, and the major factors affecting these results compared to 2023.Refer to the Effects of Net Special Items Expense (Income) section beginning on page 37 for details of net special items expense (income) discussed below.Net salesNet sales for the year ended December 31, 2024 decreased by $297 million or 2% compared to the year ended December 31, 2023. The decrease was driven by lower sales volumes partially offset by higher sales prices. International net sales (based on the location of the seller and including U.S. exports) totaled $5.2 billion or 28% of total sales in 2024. This compares with international net sales of $5.3 billion in 2023 or 28% of total sales. Additional details on net sales are provided in the Business Segment Results section below.Cost of products soldCompared to the year ended December 31, 2023, cost of products sold for the year ended December 31, 2024 decreased by $253 million or 2%. Net special items includes charges of $77 million and $36 million in the year ended December 31, 2024 and the year ended December 31, 2023, respectively, in cost of products sold. Additionally, there were decreases of $368 million driven by lower sales and lower fuel and packaging expense, partially offset by an increase in raw materials, maintenance and other expenses of $75 million.Selling and administrative expensesCompared to the year ended December 31, 2023, selling and administrative expenses for the year ended December 31, 2024 increased by $480 million or 35%. Net special items includes charges of $128 million for the year ended December 31, 2024 in selling and administrative expenses. There were no special items included in selling and administrative expense for the year ended December 31, 2023. The increase in 2024 compared to the 2023 was primarily driven by higher incentive compensation of $325 million.Depreciation and amortizationCompared to the year ended December 31, 2023, depreciation and amortization for the year ended December 31, 2024 decreased by $127 million or 9%. Depreciation expense includes $233 million and $422 million for the years ended December 31, 2024 and December 31, 2023, respectively, for accelerated depreciation related to mill and other 80/20 strategic actions. The decrease in 2024 compared to 2023 was primarily driven by less accelerated depreciation, partially offset by the write-down of fixed assets for the Ixtac, Mexico box plant fire in 2024. Europe, Latin America, North Africa and the Middle East.Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates.Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization. In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, recovered fiber and chemical costs; energy costs; freight costs; mill outage costs; salary and benefits costs, including pensions; and manufacturing conversion costs.The following summarizes our results from continuing operations for the year ended December 31, 2024 compared with the year ended December 31, 2023:In millions20242023Net sales$18,619 $18,916 Cost of products sold13,376 13,629 Selling and administrative expenses1,840 1,360 Depreciation and amortization1,305 1,432 Distribution expenses1,475 1,575 Taxes other than payroll and income taxes147 154 Restructuring and other charges, net221 99 Net (gains) losses on sales of fixed assets(58) - Interest expense, net208 231 Non-operating pension (income) expense(42)54 Earnings from continuing operations before income taxes and equity earnings (loss)147 382 Income tax provision (benefit)(415)59 Equity earnings (loss), net of taxes(5)(21)Earnings (loss) from continuing operations$557 $302 TWELVE MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2023The following is a discussion of International Paper's consolidated results of operations for the year ended December 31, 2024, and the major factors affecting these results compared to 2023.Refer to the Effects of Net Special Items Expense (Income) section beginning on page 37 for details of net special items expense (income) discussed below. Europe, Latin America, North Africa and the Middle East. Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates. Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization. In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, recovered fiber and chemical costs; energy costs; freight costs; mill outage costs; salary and benefits costs, including pensions; and manufacturing conversion costs. The following summarizes our results from continuing operations for the year ended December 31, 2024 compared with the year ended December 31, 2023: In millions20242023Net sales$18,619 $18,916 Cost of products sold13,376 13,629 Selling and administrative expenses1,840 1,360 Depreciation and amortization1,305 1,432 Distribution expenses1,475 1,575 Taxes other than payroll and income taxes147 154 Restructuring and other charges, net221 99 Net (gains) losses on sales of fixed assets(58) - Interest expense, net208 231 Non-operating pension (income) expense(42)54 Earnings from continuing operations before income taxes and equity earnings (loss)147 382 Income tax provision (benefit)(415)59 Equity earnings (loss), net of taxes(5)(21)Earnings (loss) from continuing operations$557 $302 --- ## New in Current Filing: TWELVE MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THE TWELVE MONTHS ENDED DECEMBER 31, 2023 The following is a discussion of International Paper's consolidated results of operations for the year ended December 31, 2024, and the major factors affecting these results compared to 2023. Refer to the Effects of Net Special Items Expense (Income) section beginning on page 37 for details of net special items expense (income) discussed below. Net salesNet sales for the year ended December 31, 2024 decreased by $297 million or 2% compared to the year ended December 31, 2023. The decrease was driven by lower sales volumes partially offset by higher sales prices. International net sales (based on the location of the seller and including U.S. exports) totaled $5.2 billion or 28% of total sales in 2024. This compares with international net sales of $5.3 billion in 2023 or 28% of total sales. Additional details on net sales are provided in the Business Segment Results section below.Cost of products soldCompared to the year ended December 31, 2023, cost of products sold for the year ended December 31, 2024 decreased by $253 million or 2%. Net special items includes charges of $77 million and $36 million in the year ended December 31, 2024 and the year ended December 31, 2023, respectively, in cost of products sold. Additionally, there were decreases of $368 million driven by lower sales and lower fuel and packaging expense, partially offset by an increase in raw materials, maintenance and other expenses of $75 million.Selling and administrative expensesCompared to the year ended December 31, 2023, selling and administrative expenses for the year ended December 31, 2024 increased by $480 million or 35%. Net special items includes charges of $128 million for the year ended December 31, 2024 in selling and administrative expenses. There were no special items included in selling and administrative expense for the year ended December 31, 2023. The increase in 2024 compared to the 2023 was primarily driven by higher incentive compensation of $325 million.Depreciation and amortizationCompared to the year ended December 31, 2023, depreciation and amortization for the year ended December 31, 2024 decreased by $127 million or 9%. Depreciation expense includes $233 million and $422 million for the years ended December 31, 2024 and December 31, 2023, respectively, for accelerated depreciation related to mill and other 80/20 strategic actions. The decrease in 2024 compared to 2023 was primarily driven by less accelerated depreciation, partially offset by the write-down of fixed assets for the Ixtac, Mexico box plant fire in 2024. Net sales Net sales for the year ended December 31, 2024 decreased by $297 million or 2% compared to the year ended December 31, 2023. The decrease was driven by lower sales volumes partially offset by higher sales prices. International net sales (based on the location of the seller and including U.S. exports) totaled $5.2 billion or 28% of total sales in 2024. This compares with international net sales of $5.3 billion in 2023 or 28% of total sales. Additional details on net sales are provided in the Business Segment Results section below. --- ## New in Current Filing: Cost of products sold Compared to the year ended December 31, 2023, cost of products sold for the year ended December 31, 2024 decreased by $253 million or 2%. Net special items includes charges of $77 million and $36 million in the year ended December 31, 2024 and the year ended December 31, 2023, respectively, in cost of products sold. Additionally, there were decreases of $368 million driven by lower sales and lower fuel and packaging expense, partially offset by an increase in raw materials, maintenance and other expenses of $75 million. --- ## New in Current Filing: Selling and administrative expenses Compared to the year ended December 31, 2023, selling and administrative expenses for the year ended December 31, 2024 increased by $480 million or 35%. Net special items includes charges of $128 million for the year ended December 31, 2024 in selling and administrative expenses. There were no special items included in selling and administrative expense for the year ended December 31, 2023. The increase in 2024 compared to the 2023 was primarily driven by higher incentive compensation of $325 million. --- ## New in Current Filing: Depreciation and amortization Compared to the year ended December 31, 2023, depreciation and amortization for the year ended December 31, 2024 decreased by $127 million or 9%. Depreciation expense includes $233 million and $422 million for the years ended December 31, 2024 and December 31, 2023, respectively, for accelerated depreciation related to mill and other 80/20 strategic actions. The decrease in 2024 compared to 2023 was primarily driven by less accelerated depreciation, partially offset by the write-down of fixed assets for the Ixtac, Mexico box plant fire in 2024. 39 39 39 Table of Contents Table of Contents Distribution expensesCompared to the year ended December 31, 2023, distribution expenses for the year ended December 31, 2024 decreased by $100 million or 6%, primarily driven by lower freight expense of $76 million reflecting lower sales volumes.Taxes other than payroll and income taxesCompared to the year ended December 31, 2023, taxes other than payroll and income taxes for the year ended December 31, 2024 decreased by $7 million or 5%, primarily driven by lower real estate tax expense of $8 million due to the divestiture of real estate.Interest expense, netCompared to the year ended December 31, 2023, interest expense, net for the year ended December 31, 2024 decreased by $23 million or 10%. Net special items includes income of $10 million and $3 million for the years ended December 31, 2024 and December 31, 2023, respectively, in interest expense, net. The decrease in 2024 compared to 2023 was primarily driven by higher interest income of $22 million in 2024.Income tax provision (benefit)Refer to Income Taxes section on pages 41 and 42 for discussion on income tax provision (benefit) and income tax rates.Net earnings (loss) and earnings (loss) from continuing operationsFull year 2024 net earnings totaled $557 million ($1.57 per diluted share), compared with net earnings of $288 million ($0.82 per diluted share) in 2023. Amounts in 2023 include the results of discontinued operations.Earnings from continuing operations after taxes in 2024 and 2023 were as follows:In millions20242023Earnings from continuing operations$557 (a)$302 (b)(a)Includes $125 million of net special items income and $32 million of non-operating pension income.(b)Includes $95 million of net special items charges and $41 million of non-operating pension expense.Compared with 2023, the benefits from higher sales prices net of an unfavorable mix ($163 million), lower maintenance outage costs ($52 million), lower accelerated depreciation expense ($147 million), lower net interest expense ($12 million) and lower tax expense ($41 million) were partially offset by lower sales volumes ($92 million), higher operating costs ($293 million), higher input costs ($54 million) and higher corporate and other costs ($12 million). In addition, 2024 results included lower equity earnings, net of taxes. Distribution expensesCompared to the year ended December 31, 2023, distribution expenses for the year ended December 31, 2024 decreased by $100 million or 6%, primarily driven by lower freight expense of $76 million reflecting lower sales volumes.Taxes other than payroll and income taxesCompared to the year ended December 31, 2023, taxes other than payroll and income taxes for the year ended December 31, 2024 decreased by $7 million or 5%, primarily driven by lower real estate tax expense of $8 million due to the divestiture of real estate.Interest expense, netCompared to the year ended December 31, 2023, interest expense, net for the year ended December 31, 2024 decreased by $23 million or 10%. Net special items includes income of $10 million and $3 million for the years ended December 31, 2024 and December 31, 2023, respectively, in interest expense, net. The decrease in 2024 compared to 2023 was primarily driven by higher interest income of $22 million in 2024.Income tax provision (benefit)Refer to Income Taxes section on pages 41 and 42 for discussion on income tax provision (benefit) and income tax rates. --- ## New in Current Filing: Distribution expenses Compared to the year ended December 31, 2023, distribution expenses for the year ended December 31, 2024 decreased by $100 million or 6%, primarily driven by lower freight expense of $76 million reflecting lower sales volumes. --- ## New in Current Filing: Taxes other than payroll and income taxes Compared to the year ended December 31, 2023, taxes other than payroll and income taxes for the year ended December 31, 2024 decreased by $7 million or 5%, primarily driven by lower real estate tax expense of $8 million due to the divestiture of real estate. --- ## New in Current Filing: Interest expense, net Compared to the year ended December 31, 2023, interest expense, net for the year ended December 31, 2024 decreased by $23 million or 10%. Net special items includes income of $10 million and $3 million for the years ended December 31, 2024 and December 31, 2023, respectively, in interest expense, net. The decrease in 2024 compared to 2023 was primarily driven by higher interest income of $22 million in 2024. --- ## New in Current Filing: Income tax provision (benefit) Refer to Income Taxes section on pages 41 and 42 for discussion on income tax provision (benefit) and income tax rates. Net earnings (loss) and earnings (loss) from continuing operationsFull year 2024 net earnings totaled $557 million ($1.57 per diluted share), compared with net earnings of $288 million ($0.82 per diluted share) in 2023. Amounts in 2023 include the results of discontinued operations.Earnings from continuing operations after taxes in 2024 and 2023 were as follows:In millions20242023Earnings from continuing operations$557 (a)$302 (b)(a)Includes $125 million of net special items income and $32 million of non-operating pension income.(b)Includes $95 million of net special items charges and $41 million of non-operating pension expense.Compared with 2023, the benefits from higher sales prices net of an unfavorable mix ($163 million), lower maintenance outage costs ($52 million), lower accelerated depreciation expense ($147 million), lower net interest expense ($12 million) and lower tax expense ($41 million) were partially offset by lower sales volumes ($92 million), higher operating costs ($293 million), higher input costs ($54 million) and higher corporate and other costs ($12 million). In addition, 2024 results included lower equity earnings, net of taxes. --- ## New in Current Filing: Industrial Packaging In millions20242023Net Sales$15,534 $15,596 Operating Profit (Loss)$951 $919 Industrial Packaging net sales for 2024 decreased to $15.5 billion compared with $15.6 billion in 2023. Operating profits in 2024 were 3% higher than in 2023. Comparing 2024 with 2023, benefits from higher sales prices net of an unfavorable mix ($310 million), lower maintenance outage costs ($17 million) and lower accelerated depreciation expense ($336 million) were partially offset by lower sales volumes ($128 million), higher operating costs ($390 million) and higher input costs ($113 million). --- ## New in Current Filing: EMEA Industrial Packaging In millions20242023Net Sales$1,355 $1,398 Operating Profit (Loss)$60 $80 EMEA Industrial Packaging's net sales were lower in 2024 than in 2023 reflecting lower average sales prices partially offset by a favorable product mix and higher sales volumes. Cost of products sold decreased $55 million and was impacted by higher operating costs, higher planned maintenance downtime costs and lower input costs. Operating costs were negatively impacted by a warehouse fire in Morocco and higher administrative spend. Input costs were lower in 2024, driven by energy and chemical costs mostly offset by higher purchased pulp costs. Input costs benefited from an energy subsidy in both 2024 and 2023. Selling and administrative expenses were $26 million higher driven by incentive compensation expense. Distribution expenses were flat. Entering the first quarter of 2025, compared with the fourth quarter of 2024, sales volumes are expected to be stable. Average sales margins are expected to be lower, reflecting higher containerboard costs. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be lower. Other input costs are expected to be lower. Earnings will be impacted by the non-repeat of an energy subsidy received in the fourth quarter 2024. --- ## New in Current Filing: INVESTMENT ACTIVITIES Cash used for investment activities totaled $808 million in 2024 compared with $668 million in 2023. The increase in cash used for investment activities in 2024 compared to 2023 is mainly due to proceeds from sales of equity method investments of $472 million received in 2023. Additionally, 2024 includes lower capital spending and proceeds from insurance recoveries and the sale of fixed assets. Capital spending was $921 million in 2024, or 71% of depreciation and amortization, compared with $1.1 billion in 2023, or 80% of depreciation and amortization. Capital spending as a percentage of depreciation and amortization was impacted by accelerated depreciation of $233 million and $422 million for the years ended December 31, 2024 and December 31, 2023, respectively, related to mill strategic actions and other 80/20 strategic actions. The following table shows capital spending by business segment for the years ended December 31, 2024 and 2023: In millions20242023Industrial Packaging$763 $928 Global Cellulose Fibers133 177 Subtotal896 1,105 Corporate and other25 36 Capital Spending$921 $1,141 --- ## New in Current Filing: LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2025 We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation. These include maintaining a strong balance sheet and investment grade credit rating, and creating value with a continued focus on cost reduction and making organic investments to maintain our world-class system and strengthen our businesses. On October 11, 2022, our Board of Directors approved an additional $1.5 billion under our share repurchase program. This program does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of December 31, 2024. We may repurchase shares under such authorization in open market transactions (including block trades), privately negotiated transactions or otherwise, subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. In addition, we have paid regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future. Each quarterly dividend is subject to review and approval by our Board of Directors. 45 45 45 Table of Contents Table of Contents Capital Expenditures and Long-Term DebtCapital spending for 2025 is planned at approximately $1.2 billion, or about 117% of depreciation and amortization.At December 31, 2024, International Paper's credit agreements totaled $1.9 billion, which is comprised of the $1.4 billion contractually committed bank credit agreement and up to $500 million under the receivables securitization program. In June 2023, the Company amended and restated its credit agreement to, among other things (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. Management believes these credit agreements are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. At December 31, 2024, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program. The Company's credit agreements are not subject to any restrictive covenants other than the financial covenants as disclosed on pages 84 and 85 in Note 15 - Debt and Lines of Credit of Item 8. Financial Statements and Supplementary Data, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at December 31, 2024 and was well below the thresholds stipulated under the covenants as defined in the credit agreements. Further the financial covenants do not restrict any borrowings under the credit agreements.In addition to the $1.9 billion capacity under the Company's credit agreements, International Paper has a commercial paper program with a borrowing capacity of $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of the Company's commercial paper program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program.During the year ended December 31, 2024, the Company had debt reductions of $141 million in 2024, related primarily to $14 million of capital leases and $127 million of environmental development bonds ("EDB"). In addition, during the year ended December 31, 2024, the Company also had debt issuances of $102 million of EDBs.For additional information regarding the Company's credit agreements and outstanding indebtedness, see Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8. Financial Statements and Supplementary Data.International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirements and make common stock and/or debt repurchases for the next 12 months and for the foreseeable future thereafter with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company's capital structure planning are to maximize financial flexibility and maintain appropriate levels of liquidity to meet our needs while managing balance sheet debt and interest expense. We have repurchased, and may continue to repurchase, our common stock (under our existing share repurchase program) and debt (including through open market purchases, privately negotiated transactions or otherwise) to the extent consistent with this capital structure planning, and subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. The majority of International Paper's debt is accessed through global public capital markets where we have a wide base of investors.Maintaining an investment grade credit rating is an important element of International Paper's financing strategy. At December 31, 2024, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively.Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2024, were as follows: In millions20252026202720282029ThereafterDebt maturities (a)$193 $142 $346 $672 $18 $4,190 Operating lease obligations175 133 94 49 21 21 Purchase obligations (b)2,121 1,062 866 618 415 1,574 Total (c)$2,489 $1,337 $1,306 $1,339 $454 $5,785 (a)Includes financing lease obligations.(b)Includes $3.2 billion relating to fiber supply agreements. (c)Not included in the above table due to the uncertainty of the amount and timing of the payment are unrecognized tax benefits of approximately $199 million. Also not included in Capital Expenditures and Long-Term DebtCapital spending for 2025 is planned at approximately $1.2 billion, or about 117% of depreciation and amortization.At December 31, 2024, International Paper's credit agreements totaled $1.9 billion, which is comprised of the $1.4 billion contractually committed bank credit agreement and up to $500 million under the receivables securitization program. In June 2023, the Company amended and restated its credit agreement to, among other things (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. Management believes these credit agreements are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. At December 31, 2024, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program. The Company's credit agreements are not subject to any restrictive covenants other than the financial covenants as disclosed on pages 84 and 85 in Note 15 - Debt and Lines of Credit of Item 8. Financial Statements and Supplementary Data, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at December 31, 2024 and was well below the thresholds stipulated under the covenants as defined in the credit agreements. Further the financial covenants do not restrict any borrowings under the credit agreements.In addition to the $1.9 billion capacity under the Company's credit agreements, International Paper has a commercial paper program with a borrowing capacity of $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of the Company's commercial paper program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program.During the year ended December 31, 2024, the Company had debt reductions of $141 million in 2024, related primarily to $14 million of capital leases and $127 million of environmental development bonds ("EDB"). In addition, during the year ended --- ## New in Current Filing: LEGAL PROCEEDINGS Information concerning certain legal proceedings involving the Company is set forth on pages 79 through 83 of Item 8. Financial Statements and Supplementary Data, which is incorporated by reference herein. Except as set forth in Note 13 Commitments and Contingent Liabilities, the Company is not subject to any administrative or judicial proceeding arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more. --- ## New in Current Filing: Income taxes - Legal entity restructuring - Refer to Note 12 to the financial statements Critical Audit Matter Description During 2024, the Company completed a legal entity restructuring for which a tax benefit was recognized for U.S. federal tax purposes. The tax benefit was derived from the associated tax basis and the fair value of the legal entities subject to the restructuring. Given the complexity of the legal entity restructuring, including the interpretation of relevant tax regulations, tax authority rulings and the determination of both the associated tax basis and fair values of the legal entities involved, we identified the resulting U.S. federal tax benefit as a critical audit matter. Evaluating the reasonableness of the legal entity restructuring plan and determination of the tax basis requires a high degree of expertise and increased extent of audit effort, including the need to involve our tax specialists. In addition, evaluating the reasonableness of management's estimate of fair value of the legal entities requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the reasonableness of the U.S. federal tax benefit recorded in association with the legal entity restructuring included the following procedures, among others: •We tested the effectiveness of controls over management's evaluation of the U.S. federal tax benefit, including those over the determination of the tax basis and the determination of the fair value of the 55 55 55 Table of Contents Table of Contents Company's legal entities, such as controls related to management's evaluation of the forecast of revenue and EBITDA, as well as the selection of fair value assumptions, including discount rates and long-term growth rates.•We evaluated the experience, qualifications, and objectivity of management's experts.•With the assistance of our tax specialists, we evaluated the reasonableness of the tax basis by:•Evaluating the underlying transactions that created the tax basis in the legal entities, on a sample basis.•Evaluating the completeness of the tax basis adjustments.•Evaluating management's interpretation of relevant tax regulations and tax authority rulings.•We evaluated key business assumptions, such as revenues and EBITDA forecasts used in the fair value discounted cash flow model by: •Performing a sensitivity analysis of the revenue and EBITDA forecasts, and their impact to fair value.•For certain legal entities, we evaluated the reasonableness of management's forecasts of revenue and EBITDA by comparing the forecasts to historical information and information included in third-party macroeconomic benchmarking reports. •With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and valuation assumptions, for certain entities, including, discount rates, and long-term growth rates by: •Testing the source information underlying the determination of discount rates and long-term growth rates, including the mathematical accuracy of the calculations. •Comparing the long-term growth rates to third-party macroeconomic benchmarking reports. •Developing a range of independent estimates for the selection of discount rates and comparing the discount rates selected by management to those ranges. •Performing a sensitivity analysis of the discount rates and long-term growth rates used in the fair value cash flow models, and their impact to fair value./s/ Deloitte & Touche LLPMemphis, TennesseeFebruary 21, 2025 We have served as the Company's auditor since 2002. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of International Paper Company:Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of International Paper Company and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements.Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and Company's legal entities, such as controls related to management's evaluation of the forecast of revenue and EBITDA, as well as the selection of fair value assumptions, including discount rates and long-term growth rates.•We evaluated the experience, qualifications, and objectivity of management's experts.•With the assistance of our tax specialists, we evaluated the reasonableness of the tax basis by:•Evaluating the underlying transactions that created the tax basis in the legal entities, on a sample basis.•Evaluating the completeness of the tax basis adjustments.•Evaluating management's interpretation of relevant tax regulations and tax authority rulings.•We evaluated key business assumptions, such as revenues and EBITDA forecasts used in the fair value discounted cash flow model by: •Performing a sensitivity analysis of the revenue and EBITDA forecasts, and their impact to fair value.•For certain legal entities, we evaluated the reasonableness of management's forecasts of revenue and EBITDA by comparing the forecasts to historical information and information included in third-party macroeconomic benchmarking reports. •With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and valuation assumptions, for certain entities, including, discount rates, and long-term growth rates by: •Testing the source information underlying the determination of discount rates and long-term growth rates, including the mathematical accuracy of the calculations. •Comparing the long-term growth rates to third-party macroeconomic benchmarking reports. •Developing a range of independent estimates for the selection of discount rates and comparing the discount rates selected by management to those ranges. Company's legal entities, such as controls related to management's evaluation of the forecast of revenue and EBITDA, as well as the selection of fair value assumptions, including discount rates and long-term growth rates. •We evaluated the experience, qualifications, and objectivity of management's experts. •With the assistance of our tax specialists, we evaluated the reasonableness of the tax basis by: •Evaluating the underlying transactions that created the tax basis in the legal entities, on a sample basis. •Evaluating the completeness of the tax basis adjustments. •Evaluating management's interpretation of relevant tax regulations and tax authority rulings. •We evaluated key business assumptions, such as revenues and EBITDA forecasts used in the fair value discounted cash flow model by: •Performing a sensitivity analysis of the revenue and EBITDA forecasts, and their impact to fair value. •For certain legal entities, we evaluated the reasonableness of management's forecasts of revenue and EBITDA by comparing the forecasts to historical information and information included in third-party macroeconomic benchmarking reports. •With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and valuation assumptions, for certain entities, including, discount rates, and long-term growth rates by: •Testing the source information underlying the determination of discount rates and long-term growth rates, including the mathematical accuracy of the calculations. •Comparing the long-term growth rates to third-party macroeconomic benchmarking reports. •Developing a range of independent estimates for the selection of discount rates and comparing the discount rates selected by management to those ranges. •Performing a sensitivity analysis of the discount rates and long-term growth rates used in the fair value cash flow models, and their impact to fair value./s/ Deloitte & Touche LLPMemphis, TennesseeFebruary 21, 2025 We have served as the Company's auditor since 2002. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of International Paper Company:Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of International Paper Company and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements.Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and •Performing a sensitivity analysis of the discount rates and long-term growth rates used in the fair value cash flow models, and their impact to fair value. /s/ Deloitte & Touche LLP Memphis, Tennessee February 21, 2025 We have served as the Company's auditor since 2002. --- ## New in Current Filing: OTHER-THAN-TEMPORARY IMPAIRMENT The Company evaluates our equity method investments for other-than-temporary impairment ("OTTI") when circumstances indicate the investment may be impaired. When a decline in fair value is deemed to be an OTTI, an impairment is recognized to the extent that the fair value is less than the carrying value of the investment. We consider various factors in determining whether a loss in value of an investment is other than temporary including: the length of time and the extent to which the fair value has been below cost, the financial condition of the investee, and our intent and ability to retain the investment for a period of time sufficient to allow for recovery of value. Management makes certain judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors. --- ## New in Current Filing: INVENTORIES Inventories include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products are generally determined using the last-in, first-out method. These inventories are measured at the lower of cost or market. Other inventories are valued using the first-in, first-out or average cost methods. These inventories are measured at the lower of cost or net realizable value. See Note 8 for further details. --- ## New in Current Filing: IMPAIRMENT OF LONG-LIVED ASSETS Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. The inputs related to the undiscounted cash flows requires judgments as to whether assets are held and used or held for sale, the weighting of operational alternatives being considered by management and estimates of the amount and timing of expected future cash flows from the use of the long-lived assets generated by their use. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. We estimate fair value using discounted cash flows and other valuation techniques as needed. Impaired assets are recorded at their estimated fair value. --- ## New in Current Filing: FAIR VALUE MEASUREMENTS The guidance for fair value measurements and disclosures sets out a fair value hierarchy that groups fair value measurement inputs into the following three classifications: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability reflecting the reporting entity's own assumptions or external inputs from inactive markets. Transfers between levels are recognized at the end of the reporting period. --- ## New in Current Filing: Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." This guidance requires companies to provide more detailed information of certain income statement expenses within the footnotes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the provisions of this guidance. --- ## New in Current Filing: DISAGGREGATED REVENUE 2024Reportable SegmentsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotalPrimary Geographical Markets (a) United States$13,386 $2,623 $291 $16,300 EMEA1,355 77 - 1,432 Pacific Rim and Asia63 93 1 157 Americas, other than U.S.730 - - 730 Total$15,534 $2,793 $292 $18,619 Operating SegmentsNorth American Industrial Packaging$14,293 $ - $ - $14,293 EMEA Industrial Packaging1,355 - - 1,355 Global Cellulose Fibers - 2,793 - 2,793 Intrasegment Eliminations(114) - - (114)Corporate & Intersegment Sales - - 292 292 Total$15,534 $2,793 $292 $18,619 --- ## New in Current Filing: NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIES GENERAL The Company is involved in various inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, that arise in the normal course of business. These matters may raise difficult and complicated legal issues and may be subject to many uncertainties and complexities. Moreover, some of these matters allege substantial or indeterminate monetary damages. International Paper reviews inquiries, administrative proceedings and litigation, including with respect to environmental matters, on an ongoing basis and establishes an estimated liability for specific legal proceedings and other loss contingencies when it determines that the likelihood of an unfavorable outcome is probable, and the amount of the loss can be reasonably estimated. In addition, if the likelihood of an unfavorable outcome with respect to material loss contingencies is reasonably possible and International Paper is able to determine an estimate of the possible loss or range of loss, whether in excess of a related accrued liability of where there is no accrued liability, International Paper will disclose the estimate of the possible loss or range of loss. When no amount in a range of loss is more likely than any other amount in the range, the low end of the range is used as the estimate of the possible loss. International Paper's assessment of whether a loss is probable is based on management's assessment of the ultimate outcome of the matter. Assessments of lawsuits and claims and the estimates reflected herein, are subject to significant judgments about future events, rely heavily on estimates and assumptions, and are otherwise subject to significant known and unknown uncertainties. The matters underlying such estimates may change from time to time and actual losses may vary significantly from current estimates. Additionally, the estimated liability for loss contingencies does not include matters or losses that are not reasonably estimable and probable. Based on information currently known to International Paper, management believes that loss contingencies arising from pending matters, including the matters described herein, will not have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in such matters, some of which are beyond the Company's control, and the large or 79 79 79 Table of Contents Table of Contents indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be materially adverse to the Company's results of operations or cash flows in any particular reporting period.ENVIRONMENTAL AND LEGAL PROCEEDINGSEnvironmental The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company's current, closed and formerly-owned facilities, and recorded as liabilities in the balance sheet.Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and December 31, 2023, respectively. Other than as described below, completion of required environmental remedial actions ("RAs") is not expected to have a material effect on our consolidated financial statements.Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the U.S. Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site. The Company is performing RA and continues to cooperate with the EPA on the remaining remediation goals at the site. The estimated liability for the Cass Lake superfund site was $48 million and $46 million as of December 31, 2024 and December 31, 2023, respectively. Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company ("St. Regis"). The Company is a successor in interest to St. Regis.•Operable Unit 5, Area 1: In March 2016, the Company received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5 ("OU5"), Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million. In December 2016, the EPA issued a unilateral administrative order ("UAO") to the Company and other PRPs to perform the remedy. The Company responded to the UAO, agreeing to comply with the order subject to its sufficient cause defenses. The Company continues to comply with the UAO in performing remediation activities at OU5, Area 1.•Operable Unit 1 ("OU1"): In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design ("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. A Record of Decision ("ROD") establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016 denying liability for OU1. In 2021, the EPA initiated RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. The Company began performing the RA in 2023 and established a $27 million reserve to account for this liability in the fourth quarter of 2022. In the fourth quarter of 2024, the Company increased the reserve by $27 million to account for the reasonably estimable costs for the next phases of the RA, following an EPA approved design modification in October to the original remedial design. The total reserve for the combined liabilities for OU5, Area 1 and OU1 at the Kalamazoo River superfund site was $29 million and $27 million as of December 31, 2024 and 2023, respectively. The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and cost recovery action for alleged pollution at the site related to the Company's potential CERCLA liability. NCR Corporation and Weyerhaeuser Company were also named as defendants. The lawsuit seeks contribution under CERCLA for costs purportedly expended by plaintiffs indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be materially adverse to the Company's results of operations or cash flows in any particular reporting period.ENVIRONMENTAL AND LEGAL PROCEEDINGSEnvironmental The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company's current, closed and formerly-owned facilities, and recorded as liabilities in the balance sheet.Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and December 31, 2023, respectively. Other than as described below, completion of required environmental remedial actions ("RAs") is not expected to have a material effect on our consolidated financial statements.Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the U.S. Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site. The Company is performing RA and continues to cooperate with the EPA on the remaining remediation goals at the site. The estimated liability for the Cass Lake superfund site was $48 million and $46 million as of December 31, 2024 and December 31, 2023, respectively. Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be materially adverse to the Company's results of operations or cash flows in any particular reporting period. --- ## New in Current Filing: PLAN ASSETS International Paper's Board of Directors has appointed a Fiduciary Review Committee that is responsible for fiduciary oversight of the U.S. Pension Plan, approving investment policy and reviewing the management and control of plan assets. Pension Plan assets are invested to maximize returns within prudent levels of risk. The Pension Plan maintains a strategic asset allocation policy that designates target allocations by asset class. Investments are diversified across classes and within each class to minimize the risk of large losses. Derivatives, including swaps, forward and futures contracts, may be used as asset class substitutes or for hedging or other risk management purposes. Periodic reviews are made of investment policy objectives and investment manager performance. For non-U.S. plans, assets consist principally of common stock and fixed income securities. 88 88 88 Table of Contents Table of Contents International Paper's U.S. pension allocations by type of fund at December 31, 2024 and 2023 and target allocations were as follows:Asset Class20242023TargetAllocationsHedging assets62 %66 %61% - 72%Return seeking assets (a)38 %34 %28% - 39%Total100 %100 % (a) Return seeking assets include Real Estate (8% for 2024 and 9% for 2023) and Private Equity (7% and 7% for 2024 and 2023, respectively).The fair values of International Paper's pension plan assets at December 31, 2024 and 2023 by asset class are shown below. Hedge funds disclosed in the following table are allocated to hedging assets for target allocation purposes. Fair Value Measurement at December 31, 2024Asset ClassTotalQuotedPricesinActiveMarketsForIdenticalAssets(Level 1)SignificantObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)In millions Equities$1,537 $972 $565 $ - Fixed income4,227 - 4,220 7 Derivatives9 - - 9 Cash and cash equivalents(20)(20) - - Other investments: Hedge funds1,148 Private equity599 Real estate funds689 Total Investments$8,189 $952 $4,785 $16 Fair Value Measurement at December 31, 2023Asset ClassTotalQuotedPrices inActiveMarketsForIdenticalAssets(Level 1)SignificantObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)In millions Equities$1,336 $835 $501 $ - Fixed income4,691 - 4,684 7 Derivatives71 - - 71 Cash and cash equivalents49 49 - - Other investments: Hedge funds1,293 Private equity644 Real estate funds752 Total Investments$8,836 $884 $5,185 $78 In accordance with accounting standards, certain investments that are measured at NAV are not classified in the fair value hierarchy. Other Investments at December 31, 2024InvestmentFair ValueUnfunded CommitmentsRedemption FrequencyRemediation Notice PeriodIn millionsHedge funds$1,148 $93 Quarterly to semi-annually45 - 60 daysPrivate equity599 50 (a)NoneReal estate funds689 79 Quarterly45 - 60 daysTotal$2,436 $222 (a) A private equity fund investment ("partnership interest") is contractually locked up for the life of the private equity fund by the partnership agreement. Limited partners do not have the option to redeem partnership interests. Other Investments at December 31, 2023InvestmentFair ValueUnfunded CommitmentsRedemption FrequencyRemediation Notice PeriodIn millions Hedge funds$1,293 $103 Quarterly to semi-annually45 - 60 daysPrivate equity644 81 (a)NoneReal estate funds752 94 Quarterly45 - 60 daysTotal$2,689 $278 (a) A private equity fund investment ("partnership interest") is contractually locked up for the life of the private equity fund by the partnership agreement. Limited partners do not have the option to redeem partnership interests. Equity securities consist primarily of publicly traded U.S. companies and international companies. Publicly traded equities are valued at the closing prices reported in the active market in which the individual securities are traded. Fixed income consists of government securities, mortgage-backed securities, corporate bonds, common collective funds and other fixed income investments. Government securities are valued by third-party pricing sources. Mortgage-backed security holdings consist primarily of agency-rated holdings. The fair value estimates for mortgage securities are calculated by third-party pricing sources chosen by the custodian's price matrix. Corporate bonds are valued using either the yields currently available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. Common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. Derivative investments such as futures, forward contracts, options and swaps are used to help manage risks. Derivatives are generally employed as asset class substitutes (such as when employed in a portable alpha strategy), for managing asset/liability mismatches, or bona fide hedging or other International Paper's U.S. pension allocations by type of fund at December 31, 2024 and 2023 and target allocations were as follows:Asset Class20242023TargetAllocationsHedging assets62 %66 %61% - 72%Return seeking assets (a)38 %34 %28% - 39%Total100 %100 % (a) Return seeking assets include Real Estate (8% for 2024 and 9% for 2023) and Private Equity (7% and 7% for 2024 and 2023, respectively).The fair values of International Paper's pension plan assets at December 31, 2024 and 2023 by asset class are shown below. Hedge funds disclosed in the following table are allocated to hedging assets for target allocation purposes. Fair Value Measurement at December 31, 2024Asset ClassTotalQuotedPricesinActiveMarketsForIdenticalAssets(Level 1)SignificantObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)In millions Equities$1,537 $972 $565 $ - Fixed income4,227 - 4,220 7 Derivatives9 - - 9 Cash and cash equivalents(20)(20) - - Other investments: Hedge funds1,148 Private equity599 Real estate funds689 Total Investments$8,189 $952 $4,785 $16 Fair Value Measurement at December 31, 2023Asset ClassTotalQuotedPrices inActiveMarketsForIdenticalAssets(Level 1)SignificantObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)In millions Equities$1,336 $835 $501 $ - Fixed income4,691 - 4,684 7 Derivatives71 - - 71 Cash and cash equivalents49 49 - - Other investments: Hedge funds1,293 Private equity644 Real estate funds752 Total Investments$8,836 $884 $5,185 $78 In accordance with accounting standards, certain investments that are measured at NAV are not classified in the fair value hierarchy. International Paper's U.S. pension allocations by type of fund at December 31, 2024 and 2023 and target allocations were as follows: Asset Class20242023TargetAllocationsHedging assets62 %66 %61% - 72%Return seeking assets (a)38 %34 %28% - 39%Total100 %100 % 61% - 72% 28% - 39% (a) Return seeking assets include Real Estate (8% for 2024 and 9% for 2023) and Private Equity (7% and 7% for 2024 and 2023, respectively). The fair values of International Paper's pension plan assets at December 31, 2024 and 2023 by asset class are shown below. Hedge funds disclosed in the following table are allocated to hedging assets for target allocation purposes. --- ## New in Current Filing: Fair Value Measurement at December 31, 2024 Fair Value Measurement at December 31, 2023Asset ClassTotalQuotedPrices inActiveMarketsForIdenticalAssets(Level 1)SignificantObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)In millions Equities$1,336 $835 $501 $ - Fixed income4,691 - 4,684 7 Derivatives71 - - 71 Cash and cash equivalents49 49 - - Other investments: Hedge funds1,293 Private equity644 Real estate funds752 Total Investments$8,836 $884 $5,185 $78 In accordance with accounting standards, certain investments that are measured at NAV are not classified in the fair value hierarchy. Other Investments at December 31, 2024InvestmentFair ValueUnfunded CommitmentsRedemption FrequencyRemediation Notice PeriodIn millionsHedge funds$1,148 $93 Quarterly to semi-annually45 - 60 daysPrivate equity599 50 (a)NoneReal estate funds689 79 Quarterly45 - 60 daysTotal$2,436 $222 (a) A private equity fund investment ("partnership interest") is contractually locked up for the life of the private equity fund by the partnership agreement. Limited partners do not have the option to redeem partnership interests. Other Investments at December 31, 2023InvestmentFair ValueUnfunded CommitmentsRedemption FrequencyRemediation Notice PeriodIn millions Hedge funds$1,293 $103 Quarterly to semi-annually45 - 60 daysPrivate equity644 81 (a)NoneReal estate funds752 94 Quarterly45 - 60 daysTotal$2,689 $278 (a) A private equity fund investment ("partnership interest") is contractually locked up for the life of the private equity fund by the partnership agreement. Limited partners do not have the option to redeem partnership interests. Equity securities consist primarily of publicly traded U.S. companies and international companies. Publicly traded equities are valued at the closing prices reported in the active market in which the individual securities are traded. Fixed income consists of government securities, mortgage-backed securities, corporate bonds, common collective funds and other fixed income investments. Government securities are valued by third-party pricing sources. Mortgage-backed security holdings consist primarily of agency-rated holdings. The fair value estimates for mortgage securities are calculated by third-party pricing sources chosen by the custodian's price matrix. Corporate bonds are valued using either the yields currently available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. Common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. Derivative investments such as futures, forward contracts, options and swaps are used to help manage risks. Derivatives are generally employed as asset class substitutes (such as when employed in a portable alpha strategy), for managing asset/liability mismatches, or bona fide hedging or other --- ## New in Current Filing: Other Investments at December 31, 2024InvestmentFair ValueUnfunded CommitmentsRedemption FrequencyRemediation Notice PeriodIn millionsHedge funds$1,148 $93 Quarterly to semi-annually45 - 60 daysPrivate equity599 50 (a)NoneReal estate funds689 79 Quarterly45 - 60 daysTotal$2,436 $222 (a) A private equity fund investment ("partnership interest") is contractually locked up for the life of the private equity fund by the partnership agreement. Limited partners do not have the option to redeem partnership interests. Other Investments at December 31, 2023InvestmentFair ValueUnfunded CommitmentsRedemption FrequencyRemediation Notice PeriodIn millions Hedge funds$1,293 $103 Quarterly to semi-annually45 - 60 daysPrivate equity644 81 (a)NoneReal estate funds752 94 Quarterly45 - 60 daysTotal$2,689 $278 Other Investments at December 31, 2023 (a) A private equity fund investment ("partnership interest") is contractually locked up for the life of the private equity fund by the partnership agreement. Limited partners do not have the option to redeem partnership interests. Equity securities consist primarily of publicly traded U.S. companies and international companies. Publicly traded equities are valued at the closing prices reported in the active market in which the individual securities are traded. Fixed income consists of government securities, mortgage-backed securities, corporate bonds, common collective funds and other fixed income investments. Government securities are valued by third-party pricing sources. Mortgage-backed security holdings consist primarily of agency-rated holdings. The fair value estimates for mortgage securities are calculated by third-party pricing sources chosen by the custodian's price matrix. Corporate bonds are valued using either the yields currently available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. Common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. Derivative investments such as futures, forward contracts, options and swaps are used to help manage risks. Derivatives are generally employed as asset class substitutes (such as when employed in a portable alpha strategy), for managing asset/liability mismatches, or bona fide hedging or other --- ## No Match in Current: Engagement of Third Parties *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments. •Engagement of an independent third party to conduct an annual security program assessment of the controls, maturity and performance of the Company's information security program and the information security risk associated with the Company's business systems. The assessment uses the National Institute of Standards and Technology Cybersecurity Framework as its benchmark. •Engagement of a leading third-party service provider to annually perform an external and an internal penetration assessment using industry standard tools and techniques. Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls. --- ## No Match in Current: RESULTS OF OPERATIONS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Business Segment Operating Profits (Losses) are used by International Paper's management to measure the earnings performance of its businesses. Management uses this measure to focus on ongoing operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. International Paper believes that using this information, along with net earnings, provides a more complete analysis of the results of operations by year. Business Segment Operating Profits (Losses) are defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of less than wholly owned subsidiaries, and excluding interest expense, net, corporate expenses, net, corporate net special items, business net special items and non-operating pension expense. Business Segment Operating Profits (Losses) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". International Paper operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment in Ilim is no longer a separate reportable industry segment. For additional information, see discussion in Note 11 - Equity method Investments on pages 69 and 70 of Item 8. Financial Statements and Supplementary Data. The following table presents a comparison of Net earnings (loss) from continuing operations attributable to International Paper Company to its total Business Segment Operating Profit (Loss): In millions20232022Net Earnings (Loss) from Continuing Operations Attributable to International Paper Company$302 $1,741 Add back (deduct)Income tax provision (benefit)59 (236)Equity (earnings) loss, net of taxes21 6 Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings382 1,511 Interest expense, net231 325 Adjustment for less than wholly owned subsidiaries(2)(5)Corporate expenses, net27 34 Corporate net special items28 99 Business net special items529 76 Non-operating pension expense (income)54 (192)$1,249 $1,848 Business Segment Operating Profit (Loss):Industrial Packaging$1,266 $1,742 Global Cellulose Fibers(17)106 Total Business Segment Operating Profit (Loss)$1,249 $1,848 Business Segment Operating Profit (Loss) in 2023 was $599 million lower than in 2022 as the benefits from lower input costs ($982 million) and lower maintenance outage costs ($8 million) were more than offset by lower average sales price realizations and an unfavorable mix ($435 million), lower sales volumes ($228 million) and higher operating costs ($926 million). The following table presents a comparison of Net earnings (loss) from continuing operations attributable to International Paper Company to its total Business Segment Operating Profit (Loss): In millions20232022Net Earnings (Loss) from Continuing Operations Attributable to International Paper Company$302 $1,741 Add back (deduct)Income tax provision (benefit)59 (236)Equity (earnings) loss, net of taxes21 6 Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings382 1,511 Interest expense, net231 325 Adjustment for less than wholly owned subsidiaries(2)(5)Corporate expenses, net27 34 Corporate net special items28 99 Business net special items529 76 Non-operating pension expense (income)54 (192)$1,249 $1,848 Business Segment Operating Profit (Loss):Industrial Packaging$1,266 $1,742 Global Cellulose Fibers(17)106 Total Business Segment Operating Profit (Loss)$1,249 $1,848 Business Segment Operating Profit (Loss) in 2023 was $599 million lower than in 2022 as the benefits from lower input costs ($982 million) and lower maintenance outage costs ($8 million) were more than offset by lower average sales price realizations and an unfavorable mix ($435 million), lower sales volumes ($228 million) and higher operating costs ($926 million). 31 31 31 Table of Contents Table of Contents The principal changes in operating profit by business segment were as follows: •Industrial Packaging's operating profit of $1.3 billion was $476 million lower than in 2022 as the benefits of lower input costs and maintenance outage costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes and higher operating costs. •Global Cellulose Fibers' operating profit (loss) of $(17) million was $123 million lower than in 2022 as the benefits of lower input costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes, higher operating costs and maintenance outage costs.LIQUIDITY AND CAPITAL RESOURCESIncluding discontinued operations, International Paper generated $1.8 billion of cash flow from operations for the year ended December 31, 2023, compared with $2.2 billion in 2022. Capital spending for 2023 totaled $1.1 billion, or 80% of depreciation and amortization expense. Our liquidity position remains strong, supported by approximately $1.9 billion of credit facilities. RESULTS OF OPERATIONSWhile the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, Europe, Latin America, North Africa and the Middle East.Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates.Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization. In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, The principal changes in operating profit by business segment were as follows: •Industrial Packaging's operating profit of $1.3 billion was $476 million lower than in 2022 as the benefits of lower input costs and maintenance outage costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes and higher operating costs. •Global Cellulose Fibers' operating profit (loss) of $(17) million was $123 million lower than in 2022 as the benefits of lower input costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes, higher operating costs and maintenance outage costs.LIQUIDITY AND CAPITAL RESOURCESIncluding discontinued operations, International Paper generated $1.8 billion of cash flow from operations for the year ended December 31, 2023, compared with $2.2 billion in 2022. Capital spending for 2023 totaled $1.1 billion, or 80% of depreciation and amortization expense. Our liquidity position remains strong, The principal changes in operating profit by business segment were as follows: •Industrial Packaging's operating profit of $1.3 billion was $476 million lower than in 2022 as the benefits of lower input costs and maintenance outage costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes and higher operating costs. •Global Cellulose Fibers' operating profit (loss) of $(17) million was $123 million lower than in 2022 as the benefits of lower input costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes, higher operating costs and maintenance outage costs. --- ## No Match in Current: INTEREST EXPENSE AND EQUITY EARNINGS, NET OF TAXES *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Net corporate interest expense totaled $231 million in 2023 and $325 million in 2022. Net interest expense includes $3 million and $58 million of interest expense related to the timber monetization restructuring tax matter in 2023 and 2022, respectively. Net interest expense in 2023 also includes $6 million of interest income associated with the settlement of tax audits. The decrease in net interest expense in 2023 compared with 2022 was due to higher interest income. Equity earnings, net of taxes were a loss of $21 million and a loss of $6 million in 2023 and 2022, respectively. Equity earnings in 2023 includes an $18 million other-than-temporary impairment of an equity method investment. 34 34 34 Table of Contents Table of Contents SPECIAL ITEMSPre-tax special items (excluding interest expense and equity earnings) included in continuing operations totaling $557 million and $175 million were recorded in 2023 and 2022, respectively. Details of these charges were as follows:Special ItemsIn millions20232022Business SegmentsRestructuring and other, net$107 $ - Orange mill accelerated depreciation347 (a) - Pensacola mill and Riegelwood mill accelerated depreciation75 (b) - Net (gains) losses on sales and impairments of businesses - 76 (c)529 76 CorporateRestructuring and other, net$(8)$89 Environmental remediation reserve adjustments36 63 Legal reserve adjustments - (4)Foreign currency cumulative translation loss related to sale of equity method investment - 10 Sylvamo investment fair value adjustment - (65)Other - 6 28 99 Total$557 $175 (a) Recorded in the Industrial Packaging business segment. (b) Recorded in the Global Cellulose Fibers business segment. (c) Recorded in the Industrial Packaging business segment for the impairment of goodwill in our EMEA Packaging business. International Paper continually evaluates its operations for improvement opportunities targeted to (a) focus our portfolio on our core businesses, (b) realign capacity to operate fewer facilities with the same revenue capability, (c) close high cost, unprofitable facilities, and (d) reduce costs. Additionally, the Company is committed to its capital allocation framework to maintain a strong balance sheet including reducing debt to maximize value creation and maintain our current investment grade credit rating.During 2023 and 2022, pre-tax restructuring and other charges, net, totaling $99 million and $89 million, respectively, were recorded. Details of these charges were as follows:Restructuring and Other, NetIn millions20232022Business SegmentsOrange mill closure costs$81 (a)$ - Pensacola mill and Riegelwood mill pulp machine shutdowns37 (b) - Building a Better IP(11)(c) - 107 - CorporateBuilding a Better IP$(8)$ - Early debt extinguishment costs (see Note 16) - 93 Other - (4)(8)89 Total$99 $89 (a) Recorded in the Industrial Packaging business segment. (b) Recorded in the Global Cellulose Fibers segment. (c) Includes $8 million income recorded in the Industrial Packaging business segment and $3 million income recorded in the Global Cellulose Fibers business segment.DESCRIPTION OF BUSINESS SEGMENTSInternational Paper's business segments discussed below are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the forest products industry.INDUSTRIAL PACKAGINGThe majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is over 13 million tons annually. SPECIAL ITEMSPre-tax special items (excluding interest expense and equity earnings) included in continuing operations totaling $557 million and $175 million were recorded in 2023 and 2022, respectively. Details of these charges were as follows:Special ItemsIn millions20232022Business SegmentsRestructuring and other, net$107 $ - Orange mill accelerated depreciation347 (a) - Pensacola mill and Riegelwood mill accelerated depreciation75 (b) - Net (gains) losses on sales and impairments of businesses - 76 (c)529 76 CorporateRestructuring and other, net$(8)$89 Environmental remediation reserve adjustments36 63 Legal reserve adjustments - (4)Foreign currency cumulative translation loss related to sale of equity method investment - 10 Sylvamo investment fair value adjustment - (65)Other - 6 28 99 Total$557 $175 (a) Recorded in the Industrial Packaging business segment. (b) Recorded in the Global Cellulose Fibers business segment. (c) Recorded in the Industrial Packaging business segment for the impairment of goodwill in our EMEA Packaging business. International Paper continually evaluates its operations for improvement opportunities targeted to (a) focus our portfolio on our core businesses, (b) realign capacity to operate fewer facilities with the same revenue capability, (c) close high cost, unprofitable facilities, and (d) reduce costs. Additionally, the Company is committed to its capital allocation framework to maintain a strong balance sheet including reducing debt to maximize value creation and maintain our current investment grade credit rating. --- ## No Match in Current: SPECIAL ITEMS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Pre-tax special items (excluding interest expense and equity earnings) included in continuing operations totaling $557 million and $175 million were recorded in 2023 and 2022, respectively. Details of these charges were as follows: Special ItemsIn millions20232022Business SegmentsRestructuring and other, net$107 $ - Orange mill accelerated depreciation347 (a) - Pensacola mill and Riegelwood mill accelerated depreciation75 (b) - Net (gains) losses on sales and impairments of businesses - 76 (c)529 76 CorporateRestructuring and other, net$(8)$89 Environmental remediation reserve adjustments36 63 Legal reserve adjustments - (4)Foreign currency cumulative translation loss related to sale of equity method investment - 10 Sylvamo investment fair value adjustment - (65)Other - 6 28 99 Total$557 $175 (a) Recorded in the Industrial Packaging business segment. (b) Recorded in the Global Cellulose Fibers business segment. (c) Recorded in the Industrial Packaging business segment for the impairment of goodwill in our EMEA Packaging business. International Paper continually evaluates its operations for improvement opportunities targeted to (a) focus our portfolio on our core businesses, (b) realign capacity to operate fewer facilities with the same revenue capability, (c) close high cost, unprofitable facilities, and (d) reduce costs. Additionally, the Company is committed to its capital allocation framework to maintain a strong balance sheet including reducing debt to maximize value creation and maintain our current investment grade credit rating. During 2023 and 2022, pre-tax restructuring and other charges, net, totaling $99 million and $89 million, respectively, were recorded. Details of these charges were as follows:Restructuring and Other, NetIn millions20232022Business SegmentsOrange mill closure costs$81 (a)$ - Pensacola mill and Riegelwood mill pulp machine shutdowns37 (b) - Building a Better IP(11)(c) - 107 - CorporateBuilding a Better IP$(8)$ - Early debt extinguishment costs (see Note 16) - 93 Other - (4)(8)89 Total$99 $89 (a) Recorded in the Industrial Packaging business segment. (b) Recorded in the Global Cellulose Fibers segment. (c) Includes $8 million income recorded in the Industrial Packaging business segment and $3 million income recorded in the Global Cellulose Fibers business segment.DESCRIPTION OF BUSINESS SEGMENTSInternational Paper's business segments discussed below are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the forest products industry.INDUSTRIAL PACKAGINGThe majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is over 13 million tons annually. During 2023 and 2022, pre-tax restructuring and other charges, net, totaling $99 million and $89 million, respectively, were recorded. Details of these charges were as follows: Restructuring and Other, NetIn millions20232022Business SegmentsOrange mill closure costs$81 (a)$ - Pensacola mill and Riegelwood mill pulp machine shutdowns37 (b) - Building a Better IP(11)(c) - 107 - CorporateBuilding a Better IP$(8)$ - Early debt extinguishment costs (see Note 16) - 93 Other - (4)(8)89 Total$99 $89 Early debt extinguishment costs (see Note 16) (a) Recorded in the Industrial Packaging business segment. (b) Recorded in the Global Cellulose Fibers segment. (c) Includes $8 million income recorded in the Industrial Packaging business segment and $3 million income recorded in the Global Cellulose Fibers business segment. --- ## No Match in Current: INDUSTRIAL PACKAGING *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is over 13 million tons annually. 35 35 35 Table of Contents Table of Contents Our products include linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. About 80% of our production is converted into corrugated packaging and other packaging by our 173 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include a recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe following tables present net sales and operating profit (loss) which is the Company's measure of segment profitability.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. Industrial Packaging In millions20232022Net Sales$15,596 $17,451 Operating Profit (Loss)$1,266 $1,742 Industrial Packaging net sales for 2023 decreased 11% to $15.6 billion compared with $17.5 billion in 2022. Operating profits in 2023 were 27% lower than in 2022. Comparing 2023 with 2022, benefits from lower input costs ($856 million) and maintenance outage costs ($21 million) were more than offset by lower average sales price and an unfavorable mix ($363 million), lower sales volumes ($177 million) and higher operating costs ($813 million). North American Industrial PackagingIn millions20232022Net Sales (a)$14,293 $16,011 Operating Profit (Loss)$1,186 $1,753 (a) Includes intra-segment sales of $95 million for 2023 and $132 million for 2022.North American Industrial Packaging's average sales margins were lower, reflecting lower prices for both containerboard and corrugated boxes and an unfavorable geographic mix. Sales volumes decreased in 2023 compared with 2022 for corrugated boxes across our segments, reflecting a soft demand environment as consumer spending focused on non-discretionary goods and services and retailers and manufacturers pulled down inventory levels. Containerboard sales volumes also decreased. Total maintenance and economic downtime was about 725,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Operating and distribution costs increased, primarily due to inflation on materials and services and increased economic downtime. Planned maintenance downtime costs were lower in 2023 than in 2022. Input costs were significantly lower, driven by lower recovered fiber, energy and wood costs.Looking ahead to the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes for corrugated boxes and containerboard are expected to be seasonally lower. Average sales margins are expected to be stable. Operating costs are expected to increase. Planned maintenance downtime costs are expected to be higher. Input costs are expected to be higher, primarily for recovered fiber. EMEA Industrial Packaging In millions20232022Net Sales$1,398 $1,572 Operating Profit (Loss)$80 $(11)EMEA Industrial Packaging's average sales margins were lower reflecting lower average sales prices for containerboard and an unfavorable product mix partially offset by higher average sales prices for corrugated boxes. Sales volumes in 2023 were lower than in 2022 driven by soft demand. Operating costs in 2023 were higher driven by inflation on materials and services. Planned maintenance outage costs were lower in 2023 compared with 2022. Input costs were significantly lower in 2023, driven by energy and recovered fiber costs. Our products include linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. About 80% of our production is converted into corrugated packaging and other packaging by our 173 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include a recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe following tables present net sales and operating profit (loss) which is the Company's measure of segment profitability.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. Industrial Packaging In millions20232022Net Sales$15,596 $17,451 Operating Profit (Loss)$1,266 $1,742 Industrial Packaging net sales for 2023 decreased 11% to $15.6 billion compared with $17.5 billion in 2022. Operating profits in 2023 were 27% lower than in 2022. Comparing 2023 with 2022, benefits from lower input costs ($856 million) and maintenance Our products include linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. About 80% of our production is converted into corrugated packaging and other packaging by our 173 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include a recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. --- ## No Match in Current: North American Industrial PackagingIn millions20232022Net Sales (a)$14,293 $16,011 Operating Profit (Loss)$1,186 $1,753 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (a) Includes intra-segment sales of $95 million for 2023 and $132 million for 2022. North American Industrial Packaging's average sales margins were lower, reflecting lower prices for both containerboard and corrugated boxes and an unfavorable geographic mix. Sales volumes decreased in 2023 compared with 2022 for corrugated boxes across our segments, reflecting a soft demand environment as consumer spending focused on non-discretionary goods and services and retailers and manufacturers pulled down inventory levels. Containerboard sales volumes also decreased. Total maintenance and economic downtime was about 725,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Operating and distribution costs increased, primarily due to inflation on materials and services and increased economic downtime. Planned maintenance downtime costs were lower in 2023 than in 2022. Input costs were significantly lower, driven by lower recovered fiber, energy and wood costs. Looking ahead to the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes for corrugated boxes and containerboard are expected to be seasonally lower. Average sales margins are expected to be stable. Operating costs are expected to increase. Planned maintenance downtime costs are expected to be higher. Input costs are expected to be higher, primarily for recovered fiber. --- ## No Match in Current: INVESTMENT ACTIVITIES *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Investment activities in 2023 increased from 2022. Capital spending was $1.1 billion in 2023, or 80% of depreciation and amortization, compared with $931 million in 2022, or 90% of depreciation and amortization. Included in 2023 depreciation expense is $347 million of accelerated depreciation related to 37 37 37 Table of Contents Table of Contents the closure of our containerboard mill in Orange, Texas and $75 million of accelerated depreciation related to the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. Capital spending as a percentage of depreciation and amortization was 62% for Global Cellulose Fibers and 81% for Industrial Packaging in 2023.The following table shows capital spending by business segment for the years ended December 31, 2023 and 2022: In millions20232022Industrial Packaging$928 $762 Global Cellulose Fibers177 143 Subtotal1,105 905 Corporate and other36 26 Capital Spending$1,141 $931 Capital spending in 2024 is expected to be approximately $800 million to $1.0 billion, or 78% to 97% of expected depreciation and amortization.Acquisitions See Note 7 Acquisitions on page 65 of Item 8. Financial Statements and Supplementary Data for a discussion of the Company's acquisitions.FINANCING ACTIVITIESFinancing activities during 2023 included debt issuances of $783 million and reductions of $780 million for a net increase of $3 million. Financing activities during 2022 included debt issuances of $1.0 billion and reductions of $1.0 billion.There were no early debt extinguishment amounts during the year ended December 31, 2023. Amounts related to early debt extinguishment during the year ended December 31, 2022 are below:In millions2022Early debt reductions (a)$503 Pre-tax early debt extinguishment costs (b)93 (a)Reductions related to notes with interest rates ranging from 3.00% to 8.70% with original maturities from 2021 to 2048 for the year ended December 31, 2022. (b)Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations.Other financing activities during 2023 included the net issuance of approximately 1.6 million shares of treasury stock. Repurchases of common stock and payments of restricted stock withholding taxes totaled $218 million, including $197 million related to shares repurchased under the Company's share repurchase program. Through December 31, 2023, the Company has repurchased 119.8 million shares at an average price of $46.23, for a total of approximately $5.5 billion, since the repurchase program began in September 2013. The Company paid cash dividends totaling $642 million during 2023.Other financing activities during 2022 included the net issuance of approximately 1.6 million shares of treasury stock. In 2022, repurchases of common stock and payments of restricted stock withholding taxes totaled $1.3 billion, including $1.3 billion related to shares repurchased under the Company's share repurchase program. The Company paid cash dividends totaling $673 million during 2022.Interest Rate SwapsOur policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt. To manage this risk, International Paper utilizes interest rate swaps to change the mix of fixed and variable rate debt. During 2020, International Paper terminated its interest rate swaps with a notional amount of $700 million and maturities ranging from 2024 to 2026 with an approximate fair value of $85 million. Subsequent to the termination of the interest rate swaps, the fair value basis adjustment is amortized to earnings as interest income over the same period as a debt premium on the previously hedged debt. The Company had no outstanding interest rate swaps for the years ended December 31, 2023 and 2022.Variable Interest EntitiesInformation concerning variable interest entities is set forth in Note 15 Variable Interest Entities on pages 78 through 80 of Item 8. Financial Statements and Supplementary Data. In connection with the 2006 International Paper installment sale of forestlands, we received $4.8 billion of installment notes. These installment notes were used by variable interest entities as collateral for borrowings from third-party lenders. These variable interest entities were restructured in 2015 (the "2015 Financing Entities") when the installment notes and third-party loans were extended. The 2015 Financing Entities held installment notes of $4.8 billion and third-party loans of $4.2 billion which both matured in August 2021. We settled the third-party loans at their maturity with the proceeds from the installment notes. This resulted in cash proceeds of approximately $630 million representing our equity in the 2015 Financing Entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021. On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the 2015 Financing Entities timber monetization restructuring tax matter. Under this the closure of our containerboard mill in Orange, Texas and $75 million of accelerated depreciation related to the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. Capital spending as a percentage of depreciation and amortization was 62% for Global Cellulose Fibers and 81% for Industrial Packaging in 2023.The following table shows capital spending by business segment for the years ended December 31, 2023 and 2022: In millions20232022Industrial Packaging$928 $762 Global Cellulose Fibers177 143 Subtotal1,105 905 Corporate and other36 26 Capital Spending$1,141 $931 Capital spending in 2024 is expected to be approximately $800 million to $1.0 billion, or 78% to 97% of expected depreciation and amortization.Acquisitions See Note 7 Acquisitions on page 65 of Item 8. Financial Statements and Supplementary Data for a discussion of the Company's acquisitions.FINANCING ACTIVITIESFinancing activities during 2023 included debt issuances of $783 million and reductions of $780 million for a net increase of $3 million. Financing activities during 2022 included debt issuances of $1.0 billion and reductions of $1.0 billion.There were no early debt extinguishment amounts during the year ended December 31, 2023. Amounts related to early debt extinguishment during the year ended December 31, 2022 are below:In millions2022Early debt reductions (a)$503 Pre-tax early debt extinguishment costs (b)93 (a)Reductions related to notes with interest rates ranging from 3.00% to 8.70% with original maturities from 2021 to 2048 for the year ended December 31, 2022. (b)Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations.Other financing activities during 2023 included the net issuance of approximately 1.6 million shares of treasury stock. Repurchases of common stock and payments of restricted stock withholding taxes totaled $218 million, including $197 million related to shares repurchased under the Company's share repurchase program. Through December 31, 2023, the Company the closure of our containerboard mill in Orange, Texas and $75 million of accelerated depreciation related to the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. Capital spending as a percentage of depreciation and amortization was 62% for Global Cellulose Fibers and 81% for Industrial Packaging in 2023. The following table shows capital spending by business segment for the years ended December 31, 2023 and 2022: In millions20232022Industrial Packaging$928 $762 Global Cellulose Fibers177 143 Subtotal1,105 905 Corporate and other36 26 Capital Spending$1,141 $931 Capital spending in 2024 is expected to be approximately $800 million to $1.0 billion, or 78% to 97% of expected depreciation and amortization. --- ## No Match in Current: LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2024 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation. These include maintaining a strong balance sheet and investment grade credit rating, returning meaningful cash to shareholders through dividends and share repurchases and making organic investments to maintain our world-class system and strengthen our businesses. On October 11, 2022, our Board of Directors approved an additional $1.5 billion under our share repurchase program. This program does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of December 31, 2023. We may continue to repurchase shares under such authorization in open market transactions (including block trades), privately negotiated transactions or otherwise, subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. In addition, we have paid regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future. Each quarterly dividend is subject to review and approval by our Board of Directors. --- ## No Match in Current: EFFECT OF INFLATION *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Inflationary increases in certain input costs, such as energy, wood, recycled fiber, freight and chemical costs, had an adverse impact on the Company's operating results in 2023 and 2022. The effects of inflation have been more significant in recent years due to general inflationary conditions, including labor market conditions, economic activity, consumer behavior, supply shortages and disruptions. Sales prices and volumes are primarily influenced by economic supply and demand factors in specific markets and by exchange rate fluctuations but are also currently being impacted by the current inflationary environment. --- ## No Match in Current: DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The accompanying notes are an integral part of these financial statements. 51 51 51 Table of Contents Table of Contents --- ## No Match in Current: Printing Papers Spin-off *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded company, Sylvamo Corporation ("Sylvamo"). The transaction was implemented through the distribution of shares of the standalone company to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM". In addition to the spin-off of Sylvamo, the Company completed the sale of its Kwidzyn, Poland mill on August 6, 2021. All historical operating results of the Sylvamo businesses and Kwidzyn mill have been presented as Discontinued Operations, net of tax, in the consolidated statement of operations. See Note 8 for further details regarding the Sylvamo spin-off and discontinued operations. --- ## No Match in Current: BUSINESS COMBINATIONS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date. In developing estimates of fair values for long-lived assets, including identifiable intangible assets, the Company utilizes a variety of inputs including forecasted cash flows, anticipated growth rates, discount rates, estimated replacement costs and depreciation and obsolescence factors. Determining the fair value for specifically identified intangible assets such as customer lists and developed technology involves judgment. We may refine our estimates and make adjustments to the assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to the consolidated statement of operations. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or adjust their economic lives in future periods. See Note 7 for further details. --- ## No Match in Current: LEASED ASSETS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Operating lease right of use ("ROU") assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles, and leases within supply agreements primarily relate to usage, repairs and maintenance. As the implicit rate is not readily determinable for most of the Company's leases, the Company applies a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. Leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases except for certain gas and chemical agreements. See Note 10 for further details. --- ## No Match in Current: IMPAIRMENT OF LONG-LIVED ASSETS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. The inputs related to the undiscounted cash flows requires judgments as to whether assets are held and used or held for sale, the weighting of operational alternatives being considered by management and estimates of the amount and timing of expected future cash flows from the use of the long-lived assets generated by their use. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. We estimate fair value using discounted cash flows and other valuation techniques as needed. 58 58 58 Table of Contents Table of Contents Impaired assets are recorded at their estimated fair value. INCOME TAXESInternational Paper uses the asset and liability method of accounting for income taxes whereby deferred income taxes are recorded for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are remeasured to reflect new tax rates in the periods rate changes are enacted.International Paper records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company's evaluation of the "more likely than not" outcome considering technical merits of the position based on specific tax regulations and facts of each matter. Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter. Accrued interest related to these uncertain tax positions is recorded in our consolidated statement of operations in Interest expense, net. The judgments and estimates made by the Company are based on management's evaluation of the technical merits of a matter, assisted as necessary by consultation with outside consultants, historical experience and other assumptions that management believes are appropriate and reasonable under current circumstances. Actual resolution of these matters may differ from recorded estimated amounts, resulting in adjustments that could materially affect future financial statements. See Note 13 for further details.Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in assessing the need for and magnitude of appropriate valuation allowances against deferred tax assets. This assessment is completed by tax jurisdiction and relies on both positive and negative evidence available, with significant weight placed on recent financial results. Cumulative reported pre-tax income is considered objectively verifiable positive evidence of our ability to generate positive pre-tax income in the future. In accordance with GAAP, when there is a recent history of pre-tax losses, there is little or no weight placed on forecasts for purposes of assessing the recoverability of our deferred tax assets. When necessary, we use systematic and logical methods to estimate when deferred tax liabilities will reverse and generate taxable income and when deferred tax assets will reverse and generate tax deductions. Assumptions, judgment, and the use of estimates are required when scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective. The realization of these assets is dependent on generating future taxable income, as well as successful implementation of various tax planning strategies.International Paper uses the flow-through method to account for investment tax credits earned on eligible open-loop biomass facilities and combined heat and power system expenditures. Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned rather than a reduction in the asset basis.ENVIRONMENTAL REMEDIATION COSTSCosts associated with environmental remediation obligations are accrued when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. See Note 14 for further details.TRANSLATION OF FINANCIAL STATEMENTSBalance sheets of international operations are translated into U.S. dollars at year-end exchange rates, while statements of operations are translated at average rates. Adjustments resulting from financial statement translations are included as cumulative translation adjustments in Accumulated other comprehensive income (loss).FAIR VALUE MEASUREMENTSThe guidance for fair value measurements and disclosures sets out a fair value hierarchy that groups fair value measurement inputs into the following three classifications:Level 1: Quoted market prices in active markets for identical assets or liabilities.Level 2: Observable market-based inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Impaired assets are recorded at their estimated fair value. INCOME TAXESInternational Paper uses the asset and liability method of accounting for income taxes whereby deferred income taxes are recorded for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are remeasured to reflect new tax rates in the periods rate changes are enacted.International Paper records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company's evaluation of the "more likely than not" outcome considering technical merits of the position based on specific tax regulations and facts of each matter. Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter. Accrued interest related to these uncertain tax positions is recorded in our consolidated statement of operations in Interest expense, net. The judgments and estimates made by the Company are based on management's evaluation of the technical merits of a matter, assisted as necessary by consultation with outside consultants, historical experience and other assumptions that management believes are appropriate and reasonable under current circumstances. Actual resolution of these matters may differ from recorded estimated amounts, resulting in adjustments that could materially affect future financial statements. See Note 13 for further details.Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in assessing the need for and magnitude of appropriate valuation allowances against deferred tax assets. This assessment is completed by tax jurisdiction and relies on both positive and negative evidence available, with significant weight placed on recent financial results. Cumulative reported pre-tax Impaired assets are recorded at their estimated fair value. --- ## No Match in Current: NOTE 2 RECENT ACCOUNTING DEVELOPMENTS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Other than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements. --- ## No Match in Current: Liabilities - Supplier Finance Programs *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* In September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations." This guidance requires a business entity operating as a buyer in a supplier finance agreement to disclose qualitative and quantitative information about its supplier finance programs. This guidance is effective for annual reporting periods beginning after December 15, 2022, and interim periods within those years. The Company adopted the provisions of this guidance in the first quarter of 2023. See Note 9 - Supplementary Financial Statement Information.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDSegment ReportingIn November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This guidance requires companies to disclose incremental segment information on an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023 and interim periods within those years beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance. Income TaxesIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied prospectively. The Company is currently evaluating the provisions of this guidance. operating as a buyer in a supplier finance agreement to disclose qualitative and quantitative information about its supplier finance programs. This guidance is effective for annual reporting periods beginning after December 15, 2022, and interim periods within those years. The Company adopted the provisions of this guidance in the first quarter of 2023. See Note 9 - Supplementary Financial Statement Information. --- ## No Match in Current: Primary Geographical Markets (a) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* (a) Net sales are attributed to countries based on the location of the reportable segment making the sale. 2022Reportable SegmentsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotalPrimary Geographical Markets (a) United States$14,970 $3,032 $480 $18,482 EMEA1,572 121 - 1,693 Pacific Rim and Asia46 74 3 123 Americas, other than U.S.863 - - 863 Total$17,451 $3,227 $483 $21,161 Operating SegmentsNorth American Industrial Packaging$16,011 $ - $ - $16,011 EMEA Industrial Packaging1,572 - - 1,572 Global Cellulose Fibers - 3,227 - 3,227 Intrasegment Eliminations(132) - - (132)Corporate & Intersegment Sales - - 483 483 Total$17,451 $3,227 $483 $21,161 --- ## No Match in Current: NOTE 7 ACQUISITIONS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 2021: On April 1, 2021, the Company closed on the previously announced acquisition of two box plants located in Spain. The total purchase consideration, inclusive of working capital adjustments, was approximately €71 million (approximately $83 million based on the April 1, 2021 exchange rate).The following table summarizes the final fair value assigned to assets and liabilities acquired as of April 1, 2021:In millionsCash and temporary investments$5 Accounts and notes receivable10 Inventories3 Plants, properties and equipment50 Goodwill23 Intangible assets13 Total assets acquired104 Short-term debt2 Accounts payable and accrued liabilities4 Other current liabilities2 Long-term debt1 Deferred income taxes12 Total liabilities assumed21 Net assets acquired$83 Pro forma information has not been included as it is impracticable to obtain the information due to the lack of availability of historical U.S. GAAP financial data. The results of the operations of these businesses do not have a material effect on the Company's consolidated results of operations.The Company has accounted for the above acquisition under ASC 805, "Business Combinations" and the results of operations have been included in International Paper's financial statements beginning with the date of acquisition.2021: In April 2021, the Company received a noncontrolling interest in a U.S-based corrugated packaging producer. In the second quarter, the Company recorded its investment of $115 million based on the fair value of the noncontrolling interest, and a corresponding contract liability that is amortized over 15 years. The Company is party to various agreements with the entity which includes a containerboard supply agreement. The Company is accounting for its interest as an equity method investment.NOTE 8 DIVESTITURESPRINTING PAPERS SPIN-OFF2021: On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded approximately €71 million (approximately $83 million based on the April 1, 2021 exchange rate). The following table summarizes the final fair value assigned to assets and liabilities acquired as of April 1, 2021: In millionsCash and temporary investments$5 Accounts and notes receivable10 Inventories3 Plants, properties and equipment50 Goodwill23 Intangible assets13 Total assets acquired104 Short-term debt2 Accounts payable and accrued liabilities4 Other current liabilities2 Long-term debt1 Deferred income taxes12 Total liabilities assumed21 Net assets acquired$83 Pro forma information has not been included as it is impracticable to obtain the information due to the lack of availability of historical U.S. GAAP financial data. The results of the operations of these businesses do not have a material effect on the Company's consolidated results of operations. The Company has accounted for the above acquisition under ASC 805, "Business Combinations" and the results of operations have been included in International Paper's financial statements beginning with the date of acquisition. 2021: In April 2021, the Company received a noncontrolling interest in a U.S-based corrugated packaging producer. In the second quarter, the Company recorded its investment of $115 million based on the fair value of the noncontrolling interest, and a corresponding contract liability that is amortized over 15 years. The Company is party to various agreements with the entity which includes a containerboard supply agreement. The Company is accounting for its interest as an equity method investment. --- ## No Match in Current: PRINTING PAPERS SPIN-OFF *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 2021: On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded 65 65 65 Table of Contents Table of Contents company, Sylvamo Corporation ("Sylvamo"). The transaction was implemented through the distribution of shares of Sylvamo to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".The Distribution was made to the Company's stockholders of record as of the close of business on September 15, 2021 (the "Record Date"), and such stockholders received one share of Sylvamo common stock for every 11 shares of International Paper common stock held as of the close of business on the Record Date. The Company retained 19.9% of the shares of Sylvamo at the time of the separation with the intent to monetize its investment and provide additional proceeds to the Company. The spin-off was tax-free for the Company and its shareholders for U.S. federal income tax purposes.In connection with the Distribution, on September 29, 2021, the Company and Sylvamo entered into a separation and distribution agreement as well as various other agreements that govern the relationships between the parties following the Distribution, including a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements provided for the allocation between the Company and Sylvamo of assets, liabilities and obligations attributable to periods prior to, at and after the Distribution and govern certain relationships between the Company and Sylvamo after the Distribution. The Company has various ongoing operational agreements with Sylvamo under which it sells fiber, paper and other products. Related party sales under these agreements were $630 million and $185 million for the year ended December 31, 2022 and 2021, respectively. Following the sale of the Company's ownership interest in Sylvamo during the third quarter 2022, Sylvamo is no longer considered a related party. In the second quarter 2022, the Company exchanged 4,132,000 shares of Sylvamo common stock owned by the Company in exchange and as repayment for an approximately $144 million term loan obligation which resulted in the reversal of a $31 million deferred tax liability due to the tax-free exchange of the Sylvamo common stock. In the third quarter 2022, the Company exchanged the remaining 4,614,358 shares of Sylvamo common stock owned by the Company in exchange for $167 million and as partial repayment of a $210 million term loan obligation. This also resulted in the reversal of a $35 million deferred tax liability due to the tax-free exchange of Sylvamo common stock. As of the end of the third quarter 2022, the Company no longer had an ownership interest in Sylvamo. All historical operating results of the Sylvamo businesses, as well as the results of our Kwidzyn, Poland mill that was sold on August 6, 2021, are presented as Discontinued Operations, net of tax, in the consolidated statement of operations. Kwidzyn was previously part of the Printing Papers business prior to its sale in August 2021. See the Kwidzyn Mill section below for further details regarding this sale.The following summarizes the major classes of line items comprising Earnings (Loss) Before Income Taxes and Equity Earnings reconciled to Discontinued Operations, net of tax, related to the Sylvamo businesses and Kwidzyn for the year ended December 31, 2021 presented in the consolidated statement of operations:In millions2021Net Sales$2,417 Costs and ExpensesCost of products sold1,508 Selling and administrative expenses224 Depreciation, amortization and cost of timber harvested113 Distribution expenses229 Taxes other than payroll and income taxes24 Net (gains) losses on sales of fixed assets(86)Net (gains) losses on sales and impairments of businesses(351)Interest expense, net(19)Earnings (Loss) Before Income Taxes and Equity Earnings775 Income tax provision (benefit)145 Discontinued Operations, Net of Taxes$630 The following summarizes the total cash provided by operations and total cash used for investing activities related to the Sylvamo Corporation businesses and Kwidzyn and included in the consolidated statement of cash flows:In millions2021Cash Provided by (Used For) Operating Activities$290 Cash Provided by (Used For) Investment Activities$757 In anticipation of the spin-off, Sylvamo incurred $1.5 billion in debt during the third quarter of 2021 with the proceeds used for a distribution to the Company and other expenses associated with the transaction. The Company was an obligor of the debt prior to the spin-off as Sylvamo was a wholly-owned subsidiary. Subsequent to the distribution of the net assets, the Company was no longer an obligor of the Sylvamo debt. The $1.5 billion of borrowings was comprised of company, Sylvamo Corporation ("Sylvamo"). The transaction was implemented through the distribution of shares of Sylvamo to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".The Distribution was made to the Company's stockholders of record as of the close of business on September 15, 2021 (the "Record Date"), and such stockholders received one share of Sylvamo common stock for every 11 shares of International Paper common stock held as of the close of business on the Record Date. The Company retained 19.9% of the shares of Sylvamo at the time of the separation with the intent to monetize its investment and provide additional proceeds to the Company. The spin-off was tax-free for the Company and its shareholders for U.S. federal income tax purposes.In connection with the Distribution, on September 29, 2021, the Company and Sylvamo entered into a separation and distribution agreement as well as various other agreements that govern the relationships between the parties following the Distribution, including a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements provided for the allocation between the Company and Sylvamo of assets, liabilities and obligations attributable to periods prior to, at and after the Distribution and govern certain relationships between the Company and Sylvamo after the Distribution. The Company has various ongoing operational agreements with Sylvamo under which it sells fiber, paper and other products. Related party sales under these agreements were $630 million and $185 million for the year ended December 31, 2022 and 2021, respectively. Following the sale of the Company's ownership interest in Sylvamo during the third quarter 2022, Sylvamo is no longer considered a related party. In the second quarter 2022, the Company exchanged 4,132,000 shares of Sylvamo common stock owned by the Company in exchange and as repayment for an approximately $144 million term loan obligation which resulted in the reversal of a $31 million deferred tax liability due to the tax-free exchange of the Sylvamo common stock. In the third quarter 2022, the Company exchanged the remaining 4,614,358 shares of Sylvamo common stock owned by the Company in exchange for $167 million and as partial repayment of a $210 million term loan obligation. This also resulted in the reversal of a $35 million deferred tax liability due to the tax-free exchange of Sylvamo common stock. As of the end of the third quarter company, Sylvamo Corporation ("Sylvamo"). The transaction was implemented through the distribution of shares of Sylvamo to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM". The Distribution was made to the Company's stockholders of record as of the close of business on September 15, 2021 (the "Record Date"), and such stockholders received one share of Sylvamo common stock for every 11 shares of International Paper common stock held as of the close of business on the Record Date. The Company retained 19.9% of the shares of Sylvamo at the time of the separation with the intent to monetize its investment and provide additional proceeds to the Company. The spin-off was tax-free for the Company and its shareholders for U.S. federal income tax purposes. In connection with the Distribution, on September 29, 2021, the Company and Sylvamo entered into a separation and distribution agreement as well as various other agreements that govern the relationships between the parties following the Distribution, including a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements provided for the allocation between the Company and Sylvamo of assets, liabilities and obligations attributable to periods prior to, at and after the Distribution and govern certain relationships between the Company and Sylvamo after the Distribution. The Company has various ongoing operational agreements with Sylvamo under which it sells fiber, paper and other products. Related party sales under these agreements were $630 million and $185 million for the year ended December 31, 2022 and 2021, respectively. Following the sale of the Company's ownership interest in Sylvamo during the third quarter 2022, Sylvamo is no longer considered a related party. In the second quarter 2022, the Company exchanged 4,132,000 shares of Sylvamo common stock owned by the Company in exchange and as repayment for an approximately $144 million term loan obligation which resulted in the reversal of a $31 million deferred tax liability due to the tax-free exchange of the Sylvamo common stock. In the third quarter 2022, the Company exchanged the remaining 4,614,358 shares of Sylvamo common stock owned by the Company in exchange for $167 million and as partial repayment of a $210 million term loan obligation. This also resulted in the reversal of a $35 million deferred tax liability due to the tax-free exchange of Sylvamo common stock. As of the end of the third quarter 2022, the Company no longer had an ownership interest in Sylvamo. All historical operating results of the Sylvamo businesses, as well as the results of our Kwidzyn, Poland mill that was sold on August 6, 2021, are presented as Discontinued Operations, net of tax, in the consolidated statement of operations. Kwidzyn was previously part of the Printing Papers business prior to its sale in August 2021. See the Kwidzyn Mill section below for further details regarding this sale.The following summarizes the major classes of line items comprising Earnings (Loss) Before Income Taxes and Equity Earnings reconciled to Discontinued Operations, net of tax, related to the Sylvamo businesses and Kwidzyn for the year ended December 31, 2021 presented in the consolidated statement of operations:In millions2021Net Sales$2,417 Costs and ExpensesCost of products sold1,508 Selling and administrative expenses224 Depreciation, amortization and cost of timber harvested113 Distribution expenses229 Taxes other than payroll and income taxes24 Net (gains) losses on sales of fixed assets(86)Net (gains) losses on sales and impairments of businesses(351)Interest expense, net(19)Earnings (Loss) Before Income Taxes and Equity Earnings775 Income tax provision (benefit)145 Discontinued Operations, Net of Taxes$630 The following summarizes the total cash provided by operations and total cash used for investing activities related to the Sylvamo Corporation businesses and Kwidzyn and included in the consolidated statement of cash flows:In millions2021Cash Provided by (Used For) Operating Activities$290 Cash Provided by (Used For) Investment Activities$757 In anticipation of the spin-off, Sylvamo incurred $1.5 billion in debt during the third quarter of 2021 with the proceeds used for a distribution to the Company and other expenses associated with the transaction. The Company was an obligor of the debt prior to the spin-off as Sylvamo was a wholly-owned subsidiary. Subsequent to the distribution of the net assets, the Company was no longer an obligor of the Sylvamo debt. The $1.5 billion of borrowings was comprised of 2022, the Company no longer had an ownership interest in Sylvamo. All historical operating results of the Sylvamo businesses, as well as the results of our Kwidzyn, Poland mill that was sold on August 6, 2021, are presented as Discontinued Operations, net of tax, in the consolidated statement of operations. Kwidzyn was previously part of the Printing Papers business prior to its sale in August 2021. See the Kwidzyn Mill section below for further details regarding this sale. The following summarizes the major classes of line items comprising Earnings (Loss) Before Income Taxes and Equity Earnings reconciled to Discontinued Operations, net of tax, related to the Sylvamo businesses and Kwidzyn for the year ended December 31, 2021 presented in the consolidated statement of operations: In millions2021Net Sales$2,417 Costs and ExpensesCost of products sold1,508 Selling and administrative expenses224 Depreciation, amortization and cost of timber harvested113 Distribution expenses229 Taxes other than payroll and income taxes24 Net (gains) losses on sales of fixed assets(86)Net (gains) losses on sales and impairments of businesses(351)Interest expense, net(19)Earnings (Loss) Before Income Taxes and Equity Earnings775 Income tax provision (benefit)145 Discontinued Operations, Net of Taxes$630 The following summarizes the total cash provided by operations and total cash used for investing activities related to the Sylvamo Corporation businesses and Kwidzyn and included in the consolidated statement of cash flows: In millions2021Cash Provided by (Used For) Operating Activities$290 Cash Provided by (Used For) Investment Activities$757 In anticipation of the spin-off, Sylvamo incurred $1.5 billion in debt during the third quarter of 2021 with the proceeds used for a distribution to the Company and other expenses associated with the transaction. The Company was an obligor of the debt prior to the spin-off as Sylvamo was a wholly-owned subsidiary. Subsequent to the distribution of the net assets, the Company was no longer an obligor of the Sylvamo debt. The $1.5 billion of borrowings was comprised of 66 66 66 Table of Contents Table of Contents $450 million of 7.00% senior unsecured notes due 2029 issued in September 2021. It was also comprised of the senior secured credit facility that Sylvamo entered into in September 2021 which consisted of $450 million of borrowings related to its term loan "B" facility, $520 million of borrowings related to its term loan "F" facility, and the $100 million draw on its revolving credit facility which had a capacity of $450 million. Additionally, at the time of the spin-off in the fourth quarter of 2021, the Company distributed $130 million to Sylvamo. The debt issuance and distribution to Sylvamo Corporation are classified as financing activities in the accompanying consolidated statement of cash flows.KWIDZYN MILL2021: On August 6, 2021, the Company completed the sale of its Kwidzyn, Poland mill for €669 million (approximately $794 million using the July 31, 2021 exchange rate) in cash. The business included the pulp and paper mill in Kwidzyn and supporting functions. During the third quarter of 2021, the Company recorded a net gain of $360 million ($350 million after taxes) including a gain of $404 million ($394 million after taxes) related to the sale of net assets and a loss of $44 million (before and after taxes) related to the cumulative foreign currency translation loss. During the fourth quarter of 2021, the Company incurred $9 million ($6 million after taxes) of costs related to the sale of Kwidzyn. All historical operating results for Kwidzyn have been presented as Discontinued Operations, net of tax, in the consolidated statement of operations. OLMUKSAN INTERNATIONAL PAPER2021: On May 31, 2021, the Company completed the sale of its 90.38% ownership interest in Olmuksan International Paper, a corrugated packaging business in Turkey, to Mondi Group for €66 million (approximately $81 million using the May 31, 2021 exchange rate). During the twelve months ended December 31, 2021, the Company recorded a net gain of $4 million ($2 million after taxes) related to the business working capital adjustment and cumulative foreign currency translation loss. In conjunction with the announced agreement in the fourth quarter of 2020, a determination was made that the current book value of the Olmuksan International Paper disposal group exceeded its estimated fair value of $79 million which was based on the agreed upon transaction price. As a result, a preliminary charge of $123 million (before and after taxes) was recorded during the fourth quarter of 2020. NOTE 9 SUPPLEMENTARY FINANCIAL STATEMENT INFORMATIONTEMPORARY INVESTMENTS Temporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notices are treated as cash equivalents and are stated at cost. Temporary investments totaled $950 million and $690 million at December 31, 2023 and 2022, respectively.ACCOUNTS AND NOTES RECEIVABLEAccounts and notes receivable, net, by classification were: In millions at December 3120232022Accounts and notes receivable:Trade (less allowances of $34 in 2023 and $31 in 2022)$2,841 $3,064 Other218 220 Total$3,059 $3,284 INVENTORIES In millions at December 3120232022Raw materials$229 $267 Finished pulp and packaging products975 1,071 Operating supplies622 516 Other63 88 Inventories$1,889 $1,942 The last-in, first-out inventory method is used to value most of International Paper's U.S. inventories. Approximately 81% of total raw materials and finished products inventories were valued using this method. The last-in, first-out inventory reserve was $343 million and $282 million at December 31, 2023 and 2022, respectively.PLANTS, PROPERTIES AND EQUIPMENT In millions at December 3120232022Pulp and packaging facilities$28,661 $27,773 Other properties and equipment1,050 1,029 Gross cost29,711 28,802 Less: Accumulated depreciation19,561 18,371 Plants, properties and equipment, net$10,150 $10,431 Non-cash additions to plants, property and equipment included within accounts payable were $141 million, $185 million and $106 million at December 31, 2023, 2022 and 2021, respectively. $450 million of 7.00% senior unsecured notes due 2029 issued in September 2021. It was also comprised of the senior secured credit facility that Sylvamo entered into in September 2021 which consisted of $450 million of borrowings related to its term loan "B" facility, $520 million of borrowings related to its term loan "F" facility, and the $100 million draw on its revolving credit facility which had a capacity of $450 million. Additionally, at the time of the spin-off in the fourth quarter of 2021, the Company distributed $130 million to Sylvamo. The debt issuance and distribution to Sylvamo Corporation are classified as financing activities in the accompanying consolidated statement of cash flows.KWIDZYN MILL2021: On August 6, 2021, the Company completed the sale of its Kwidzyn, Poland mill for €669 million (approximately $794 million using the July 31, 2021 exchange rate) in cash. The business included the pulp and paper mill in Kwidzyn and supporting functions. During the third quarter of 2021, the Company recorded a net gain of $360 million ($350 million after taxes) including a gain of $404 million ($394 million after taxes) related to the sale of net assets and a loss of $44 million (before and after taxes) related to the cumulative foreign currency translation loss. During the fourth quarter of 2021, the Company incurred $9 million ($6 million after taxes) of costs related to the sale of Kwidzyn. All historical operating results for Kwidzyn have been presented as Discontinued Operations, net of tax, in the consolidated statement of operations. OLMUKSAN INTERNATIONAL PAPER2021: On May 31, 2021, the Company completed the sale of its 90.38% ownership interest in Olmuksan International Paper, a corrugated packaging business in Turkey, to Mondi Group for €66 million (approximately $81 million using the May 31, 2021 exchange rate). During the twelve months ended December 31, 2021, the Company recorded a net gain of $4 million ($2 million after taxes) related to the business working capital adjustment and cumulative foreign currency translation loss. In conjunction with the announced agreement in the fourth quarter of 2020, a determination was made that the current book value of the Olmuksan International Paper disposal group exceeded its estimated fair value of $79 million which was based on the agreed upon transaction price. As a result, a preliminary charge of $123 million (before and after taxes) was recorded during the fourth quarter of 2020. $450 million of 7.00% senior unsecured notes due 2029 issued in September 2021. It was also comprised of the senior secured credit facility that Sylvamo entered into in September 2021 which consisted of $450 million of borrowings related to its term loan "B" facility, $520 million of borrowings related to its term loan "F" facility, and the $100 million draw on its revolving credit facility which had a capacity of $450 million. Additionally, at the time of the spin-off in the fourth quarter of 2021, the Company distributed $130 million to Sylvamo. The debt issuance and distribution to Sylvamo Corporation are classified as financing activities in the accompanying consolidated statement of cash flows. --- ## No Match in Current: KWIDZYN MILL *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 2021: On August 6, 2021, the Company completed the sale of its Kwidzyn, Poland mill for €669 million (approximately $794 million using the July 31, 2021 exchange rate) in cash. The business included the pulp and paper mill in Kwidzyn and supporting functions. During the third quarter of 2021, the Company recorded a net gain of $360 million ($350 million after taxes) including a gain of $404 million ($394 million after taxes) related to the sale of net assets and a loss of $44 million (before and after taxes) related to the cumulative foreign currency translation loss. During the fourth quarter of 2021, the Company incurred $9 million ($6 million after taxes) of costs related to the sale of Kwidzyn. All historical operating results for Kwidzyn have been presented as Discontinued Operations, net of tax, in the consolidated statement of operations. --- ## No Match in Current: GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* The Company completed the transfer of its North American Consumer Packaging business in exchange for an initial 20.5% ownership interest (79,911,591 units) in Graphic Packaging International Partners, LLC ("GPIP") in 2018. The Company has since fully monetized its investment in GPIP with transactions beginning in the first quarter 2020 through the second quarter 2021. DateTransaction TypeUnitsProceedsPre-Tax GainAfter-Tax GainIn millions except units2021 First QuarterUnits exchange and open market sale24,588,316 $397 $33 $25 2021 First QuarterTRA (a)4231 2021 Second QuarterUnits exchange and open market sale22,773,077 4036448 2021 Second QuarterTRA (a)6650 DateTransaction TypeUnitsProceedsPre-Tax GainAfter-Tax GainIn millions except units2021 First QuarterUnits exchange and open market sale24,588,316 $397 $33 $25 2021 First QuarterTRA (a)4231 2021 Second QuarterUnits exchange and open market sale22,773,077 4036448 2021 Second QuarterTRA (a)6650 DateTransaction TypeUnitsProceedsPre-Tax GainAfter-Tax GainIn millions except units2021 First QuarterUnits exchange and open market sale24,588,316 $397 $33 $25 2021 First QuarterTRA (a)4231 2021 Second QuarterUnits exchange and open market sale22,773,077 4036448 2021 Second QuarterTRA (a)6650 (a) The tax receivable agreement ("TRA") entitles the Company to 50% of the amount of any tax benefits projected to be realized by GPIP upon the Company's exchange of its units. The Company made income tax payments of $310 million in 2021 as a result of the monetization of its investment in GPIP. As of June 30, 2021, the Company no longer had an ownership interest in GPIP. The Company recorded equity earnings of $4 million for the twelve months ended December 31, 2021. The Company received cash dividends from GPIP of $5 million during 2021. The Company's remaining equity method investments are not material. 70 70 70 Table of Contents Table of Contents --- ## No Match in Current: NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIES *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* GUARANTEES In connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction. 74 74 74 Table of Contents Table of Contents Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly-owned subsidiary of the Company, until the October 1, 2021 spin-off of the Printing Papers business, after which it became a subsidiary of Sylvamo. Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $274 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of the interest, penalties and fees. Accordingly, the assessments currently total approximately $393 million (adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil has appealed these decisions and intends to appeal any future unfavorable administrative judgments to the Brazilian federal courts; however, this tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo Brazil's tax position would be sustained, based on Brazilian tax law.This matter pertains to a business that was conveyed to Sylvamo as of October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historic tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at December 31, 2023. This liability will not be increased in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable.ENVIRONMENTAL AND LEGAL PROCEEDINGSEnvironmental The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company's current, closed and formerly-owned facilities, and recorded as liabilities in the balance sheet.Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $251 million and $243 million in the aggregate as of December 31, 2023 and December 31, 2022, respectively. Other than as described below, completion of required environmental remedial actions ("RAs") is not expected to have a material effect on our consolidated financial statements. Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the U.S. Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site with an estimated cost of $46 million. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site, the estimated cost of which is included within the soil remedy referenced above. The total reserve for the Cass Lake superfund site was $46 million and $47 million as of December 31, 2023 and 2022, respectively. Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly-owned subsidiary of the Company, until the October 1, 2021 spin-off of the Printing Papers business, after which it became a subsidiary of Sylvamo. Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $274 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of the interest, penalties and fees. Accordingly, the assessments currently total approximately $393 million (adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil has appealed these decisions and intends to appeal any future unfavorable administrative judgments to the Brazilian federal courts; however, this tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo Brazil's tax position would be sustained, based on Brazilian tax law.This matter pertains to a business that was conveyed to Sylvamo as of October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historic tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly-owned subsidiary of the Company, until the October 1, 2021 spin-off of the Printing Papers business, after which it became a subsidiary of Sylvamo. Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $274 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of the interest, penalties and fees. Accordingly, the assessments currently total approximately $393 million (adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil has appealed these decisions and intends to appeal any future unfavorable administrative judgments to the Brazilian federal courts; however, this tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo Brazil's tax position would be sustained, based on Brazilian tax law. This matter pertains to a business that was conveyed to Sylvamo as of October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historic tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at December 31, 2023. This liability will not be increased in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable.ENVIRONMENTAL AND LEGAL PROCEEDINGSEnvironmental The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company's current, closed and formerly-owned facilities, and recorded as liabilities in the balance sheet.Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $251 million and $243 million in the aggregate as of December 31, 2023 and December 31, 2022, respectively. Other than as described below, completion of required environmental remedial actions ("RAs") is not expected to have a material effect on our consolidated financial statements. Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the U.S. Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site with an estimated cost of $46 million. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site, the estimated cost of which is included within the soil remedy referenced above. The total reserve for the Cass Lake superfund site was $46 million and $47 million as of December 31, 2023 and 2022, respectively. liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at December 31, 2023. This liability will not be increased in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable. --- ## No Match in Current: Taxes Other Than Payroll and Income Taxes *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* In 2017, the Brazilian Federal Supreme Court decided that the state value-added tax (VAT) should not be included in the basis of federal VAT calculations. In 2018 and 2019, the Brazilian tax authorities published both an internal consultation and a normative ruling with a narrow interpretation of the effects of the case. Based upon the best information available to us at that time, we determined an estimated refund was probable of being realized. As of March 31, 2021, we had recognized a receivable of $11 million based upon the authority's narrow interpretation. On May 13, 2021, the Brazilian Federal Supreme Court ruled again on the case. This ruling provides a much broader definition of the state VAT, which increased the exclusion amount from the Federal VAT calculations. Therefore, we recognized an additional receivable of $70 million during the three months ended June 30, 2021, which brought the total receivable to $81 million as of June 30, 2021. The $70 million of income recognized during the second quarter of 2021 included income of $42 million and income of $28 million of net interest expense and is recorded in Discontinued Operations, net of taxes, in the accompanying consolidated statement of operations. A portion of this receivable has been consumed by offsetting various taxes payable leaving a remaining receivable of $48 million. This remaining receivable was conveyed to Sylvamo on October 1, 2021, as part of our spin-off transaction. --- ## No Match in Current: PLAN ASSETS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* International Paper's Board of Directors has appointed a Fiduciary Review Committee that is responsible for fiduciary oversight of the U.S. Pension Plan, approving investment policy and reviewing the management and control of plan assets. Pension Plan assets are invested to maximize returns within prudent levels of risk. The Pension Plan maintains a strategic asset allocation policy that designates target allocations by asset class. Investments are diversified across classes and within each class to minimize the risk of large losses. Derivatives, including swaps, forward and futures contracts, may be used as asset class substitutes or for hedging or other risk management purposes. Periodic reviews are made of investment policy objectives and investment manager performance. For non-U.S. plans, assets consist principally of common stock and fixed income securities. --- ## Modified: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. **Key changes:** - Reworded sentence: "PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares (or Units) Purchased as Part of Publicly Announced ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)October 1, 2024 - October 31, 202411,250 $48.62 - $2.96 November 1, 2024 - November 30, 20243,381 51.57 - 2.96 December 1, 2024 - December 31, 20241,957 53.64 - 2.96 Total16,588 (a)16,588 shares were acquired from employees or members of our Board of Directors as a result of share withholdings to pay income taxes under the Company's stock program." - Reworded sentence: "As of December 31, 2024, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase." **Prior (2024):** PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares (or Units) Purchased as Part of Publicly Announced ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)October 1, 2023 - October 31, 20235,373 $35.19 - $2.96 November 1, 2023 - November 30, 20233,992 33.71 - 2.96 December 1, 2023 - December 31, 20231,241 38.82 - 2.96 Total10,606 (a)10,606 shares were acquired from employees or members of our Board of Directors as a result of share withholdings to pay income taxes under the Company's restricted stock program. On October 11, 2022, our Board of Directors increased the authorization up to a total of $3.35 billion shares. This repurchase program does not have an expiration date. As of December 31, 2023, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase. 26 26 26 Table of Contents Table of Contents PERFORMANCE GRAPHThe performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.The following line graph compares a $100 investment in Company stock on December 31, 2018 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2018. The graph portrays total return, 2018-2023, assuming reinvestment of all dividends. PERFORMANCE GRAPHThe performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent **Current (2025):** PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares (or Units) Purchased as Part of Publicly Announced ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)October 1, 2024 - October 31, 202411,250 $48.62 - $2.96 November 1, 2024 - November 30, 20243,381 51.57 - 2.96 December 1, 2024 - December 31, 20241,957 53.64 - 2.96 Total16,588 (a)16,588 shares were acquired from employees or members of our Board of Directors as a result of share withholdings to pay income taxes under the Company's stock program. On October 11, 2022, our Board of Directors increased the authorization up to a total of $3.35 billion shares. This repurchase program does not have an expiration date. As of December 31, 2024, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase. 33 33 33 Table of Contents Table of Contents PERFORMANCE GRAPHThe performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.The following line graph compares a $100 investment in Company stock on December 31, 2019 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2019. The graph portrays total return, 2019-2024, assuming reinvestment of all dividends. PERFORMANCE GRAPHThe performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent --- ## Modified: Opinion on the Financial Statements **Key changes:** - Reworded sentence: "We have audited the accompanying consolidated balance sheets of International Paper Company and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements")." - Reworded sentence: "for the year ended December 31, 2022." - Reworded sentence: "was accounted for by use of the equity method and was presented as held-for-sale and within discontinued operations as of December 31, 2022, as disclosed in Note 10." - Reworded sentence: "were audited by AO Business Solutions and Technologies whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Ilim S.A." **Prior (2024):** We have audited the accompanying consolidated balance sheets of International Paper Company and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We did not audit the financial statements of Ilim S.A. as of and for the year ended December 31, 2022. The Company's investment in Ilim S.A. is accounted for by use of the equity method and is presented as held-for-sale and within discontinued operations, as disclosed in Note 11. The accompanying financial statements of the Company include its equity investment in Ilim S.A. of $133 million as of December 31, 2022, and its equity earnings in Ilim S.A. of $296 million for the year ended December 31, 2022. The financial statements of Ilim S.A. were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Ilim S.A. as of and for the year ended December 31, 2022, is based solely on the report of the other auditors. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. **Current (2025):** We have audited the accompanying consolidated balance sheets of International Paper Company and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We did not audit the financial statements of Ilim S.A. for the year ended December 31, 2022. The Company's investment in Ilim S.A. was accounted for by use of the equity method and was presented as held-for-sale and within discontinued operations as of December 31, 2022, as disclosed in Note 10. The accompanying financial statements of the Company include its equity earnings in Ilim S.A. of $296 million for the year ended December 31, 2022. The financial statements of Ilim S.A. were audited by AO Business Solutions and Technologies whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Ilim S.A. for the year ended December 31, 2022, is based solely on the report of AO Business Solutions and Technologies. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 21, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting. --- ## Modified: CAPITAL INVESTMENTS AND DISPOSITIONS **Key changes:** - Reworded sentence: "You can find a discussion about the level of planned capital investments for 2025 on page 45, and dispositions and restructuring activities as of December 31, 2024, on page 37 of Item 7." - Reworded sentence: "LEGAL PROCEEDINGSInformation concerning certain legal proceedings of the Company is set forth in Note 13 Commitments and Contingent Liabilities on pages 79 through 83 of Item 8." - Reworded sentence: "LEGAL PROCEEDINGS Information concerning certain legal proceedings of the Company is set forth in Note 13 Commitments and Contingent Liabilities on pages 79 through 83 of Item 8." - Reworded sentence: "The Company is not subject to any administrative or judicial proceeding arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more." - Reworded sentence: "32 32 32 Table of Contents Table of Contents PART II.ITEM 5." **Prior (2024):** Given the size, scope and complexity of our business interests, we continually examine and evaluate a wide variety of business opportunities and planning alternatives, including possible acquisitions and sales or other dispositions of properties. You can find a discussion about the level of planned capital investments for 2024 on page 39, and dispositions and restructuring activities as of December 31, 2023, on page 35 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 7 Acquisitions on page 65 of Item 8. Financial Statements and Supplementary Data. 24 24 24 Table of Contents Table of Contents ITEM 3. LEGAL PROCEEDINGSInformation concerning certain legal proceedings of the Company is set forth in Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data which is incorporated herein by reference.The Company is not subject to any administrative or judicial proceeding arising under any Federal, State or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more.ITEM 4. MINE SAFETY DISCLOSURESNot applicable. ITEM 3. LEGAL PROCEEDINGSInformation concerning certain legal proceedings of the Company is set forth in Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data which is incorporated herein by reference.The Company is not subject to any administrative or judicial proceeding arising under any Federal, State ITEM 3. LEGAL PROCEEDINGS Information concerning certain legal proceedings of the Company is set forth in Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data which is incorporated herein by reference. The Company is not subject to any administrative or judicial proceeding arising under any Federal, State or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more.ITEM 4. MINE SAFETY DISCLOSURESNot applicable. or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 25 25 25 Table of Contents Table of Contents PART II.ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESAs of the filing of this Annual Report on Form 10-K, the Company's common shares are traded on the New York Stock Exchange (NYSE: IP). As of February 9, 2024, there were approximately 8,188 record holders of common stock of the Company.We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though each quarterly dividend payment is subject to review and approval by our Board of Directors. The table below presents information regarding the Company's purchases of its equity securities for the time periods presented. PART II.ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESAs of the filing of this Annual Report on Form 10-K, the Company's common shares are traded on the New York Stock Exchange (NYSE: IP). As of February 9, 2024, there were approximately 8,188 record holders of common stock of the Company. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES As of the filing of this Annual Report on Form 10-K, the Company's common shares are traded on the New York Stock Exchange (NYSE: IP). As of February 9, 2024, there were approximately 8,188 record holders of common stock of the Company. We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though each quarterly dividend payment is subject to review and approval by our Board of Directors. The table below presents information regarding the Company's purchases of its equity securities for the time periods presented. We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though each quarterly dividend payment is subject to review and approval by our Board of Directors. The table below presents information regarding the Company's purchases of its equity securities for the time periods presented. **Current (2025):** Given the size, scope and complexity of our business interests, we continually examine and evaluate a wide variety of business opportunities and planning alternatives, including possible acquisitions and sales or other dispositions of properties. You can find a discussion about the level of planned capital investments for 2025 on page 45, and dispositions and restructuring activities as of December 31, 2024, on page 37 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 7 Acquisitions on page 72 of Item 8. Financial Statements and Supplementary Data. ITEM 3. LEGAL PROCEEDINGSInformation concerning certain legal proceedings of the Company is set forth in Note 13 Commitments and Contingent Liabilities on pages 79 through 83 of Item 8. Financial Statements and Supplementary Data which is incorporated herein by reference.The Company is not subject to any administrative or judicial proceeding arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more.ITEM 4. MINE SAFETY DISCLOSURESNot applicable. ITEM 3. LEGAL PROCEEDINGS Information concerning certain legal proceedings of the Company is set forth in Note 13 Commitments and Contingent Liabilities on pages 79 through 83 of Item 8. Financial Statements and Supplementary Data which is incorporated herein by reference. The Company is not subject to any administrative or judicial proceeding arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 32 32 32 Table of Contents Table of Contents PART II.ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESAs of the filing of this Annual Report on Form 10-K, the Company's common shares are traded on the New York Stock Exchange (NYSE: IP) and on the London Stock Exchange (LSE: IPC). As of February 14, 2025, there were approximately 9,900 record holders of common stock of the Company.We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though each quarterly dividend payment is subject to review and approval by our Board of Directors. The table below presents information regarding the Company's purchases of its equity securities for the time periods presented. PART II.ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESAs of the filing of this Annual Report on Form 10-K, the Company's common shares are traded on the New York Stock Exchange (NYSE: IP) and on the London Stock Exchange (LSE: IPC). As of February 14, 2025, there were approximately 9,900 record holders of common stock of the Company. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES As of the filing of this Annual Report on Form 10-K, the Company's common shares are traded on the New York Stock Exchange (NYSE: IP) and on the London Stock Exchange (LSE: IPC). As of February 14, 2025, there were approximately 9,900 record holders of common stock of the Company. We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though each quarterly dividend payment is subject to review and approval by our Board of Directors. The table below presents information regarding the Company's purchases of its equity securities for the time periods presented. We pay regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future, though each quarterly dividend payment is subject to review and approval by our Board of Directors. The table below presents information regarding the Company's purchases of its equity securities for the time periods presented. --- ## Modified: Engagement of Third Parties **Key changes:** - Reworded sentence: "The Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments." - Reworded sentence: "The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations.GOVERNANCE Role of the Board of Directors and its CommitteesInternational Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats." - Reworded sentence: "For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee at least annually regarding cybersecurity risks, as well as plans and strategies to mitigate those risks." - Reworded sentence: "Our CISO reports to our Chief Financial Officer." - Reworded sentence: "The CIRT is comprised of subject matter experts representing information security, information technology, operational technology and legal." **Prior (2024):** The Company has processes to oversee and identify material risks from cybersecurity threats associated with the Company's use of third-party service providers. In this regard, the Company's cybersecurity risk management program takes into account third-party systems whereby the Company could be impacted by the compromise of the security of vendors or other business relations of the Company, and the Company has a comprehensive third-party access management system. In addition, the Company conducts risk-based due diligence on the profiles of third-party service providers with respect to cybersecurity risks prior to engagement, and providers of critical services are continuously monitored with respect to security risks. The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations. The Company does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations or financial condition. 23 23 23 Table of Contents Table of Contents GOVERNANCE Role of the Board of Directors and its CommitteesInternational Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats. The Company's Board of Directors has primary oversight of our enterprise risk management program, which includes cybersecurity risk. Moreover, the Board of Directors is supported in its oversight by the Audit and Finance Committee and PPE Committee, which share oversight responsibilities related to the Company's information security programs. The Audit and Finance Committee reviews management's cybersecurity and information security risk management programs and controls, including processes for management's identification and reporting of material cybersecurity incidents. The PPE Committee reviews technology issues pertinent to the Company including those associated with information and operational technology, cybersecurity and data security and assesses related Company strategies.Our Board of Directors, Audit and Finance Committee and PPE Committee each receives periodic updates on cybersecurity issues from management (including our Chief Information Security Officer ("CISO")). For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee regarding cybersecurity risks, as well as plans and strategies to mitigate those risks, at least annually. Furthermore, our ERM Council annually reports its activities either directly to the Board of Directors or through the Audit and Finance Committee. Role of ManagementAt a management level, our cybersecurity risk management program is led by our CISO. Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011. He was appointed as the Company's first CISO in 2019. Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars. Our CISO reports to the Chief Information Officer who oversees the Company's information technology department. The Company has also adopted a cyber-incident response plan which provides for controls and procedures in connection with cybersecurity events, including escalation procedures summarized below. The cyber-incident response plan is designed to address non-operational and operational cybersecurity events. Evaluation and response to cybersecurity events is led by our Cybersecurity Incident Response Team ("CIRT"), under the direction of our CISO. The CIRT is comprised of subject matter experts representing Information Security, Information Technology, Operational Technology, and Legal. The CIRT performs an impact assessment with respect to cybersecurity incidents, gathers facts and provides a chronology of events in connection therewith, and leads remediation and recovery activities. Our General Counsel, Senior Vice President of Human Resources, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches. Cybersecurity events that meet specified criteria for operational impact are escalated for further review to our Business Continuity Incident Command Team ("Incident Command Team"). The Incident Command Team performs an initial assessment that includes evaluation of the cybersecurity event's severity, response required, and estimated business cost, and leads the execution of business continuity plans to maintain Company operations. Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review. The Disclosure Committee, General Counsel and Chief Financial Officer assess and determine materiality using the facts and chronology of events provided by the Incident Command Team.ITEM 2. PROPERTIESMILLS AND PLANTSA listing of our production facilities by segment, the vast majority of which we own, can be found in Appendix I hereto, which is incorporated herein by reference.The Company's facilities are in good operating condition and are suited for the purposes for which they are presently being used. We continue to study the economics of modernization or adopting other alternatives for higher cost facilities.CAPITAL INVESTMENTS AND DISPOSITIONSGiven the size, scope and complexity of our business interests, we continually examine and evaluate a wide variety of business opportunities and planning alternatives, including possible acquisitions and sales or other dispositions of properties. You can find a discussion about the level of planned capital investments for 2024 on page 39, and dispositions and restructuring activities as of December 31, 2023, on page 35 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 7 Acquisitions on page 65 of Item 8. Financial Statements and Supplementary Data. GOVERNANCE Role of the Board of Directors and its CommitteesInternational Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats. The Company's Board of Directors has primary oversight of our enterprise risk management program, which includes cybersecurity risk. Moreover, the Board of Directors is supported in its oversight by the Audit and Finance Committee and PPE Committee, which share oversight responsibilities related to the Company's information security programs. The Audit and Finance Committee reviews management's cybersecurity and information security risk management programs and controls, including processes for management's identification and reporting of material cybersecurity incidents. The PPE Committee reviews technology issues pertinent to the Company including those associated with information and operational technology, cybersecurity and data security and assesses related Company strategies.Our Board of Directors, Audit and Finance Committee and PPE Committee each receives periodic updates on cybersecurity issues from management (including our Chief Information Security Officer ("CISO")). For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee regarding cybersecurity risks, as well as plans and strategies to mitigate those risks, at least annually. Furthermore, our ERM Council annually reports its activities either directly to the Board of Directors or through the Audit and Finance Committee. Role of ManagementAt a management level, our cybersecurity risk management program is led by our CISO. Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011. He was appointed as the Company's first CISO in 2019. Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars. Our CISO reports to the Chief Information Officer who oversees the Company's information technology department. The Company has also adopted a cyber-incident response plan which provides for controls and procedures in connection with cybersecurity events, including escalation procedures summarized below. The cyber-incident response plan is designed to address non-operational and operational cybersecurity events. Evaluation and response to cybersecurity events is led by our Cybersecurity GOVERNANCE **Current (2025):** The Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments. •Engagement of an independent third party to conduct an annual security program assessment of the controls, maturity and performance of the Company's information security program and the information security risk associated with the Company's business systems. The assessment uses the National Institute of Standards and Technology Cybersecurity Framework as its benchmark. •Engagement of a leading third-party service provider to annually perform an external and an internal penetration assessment using industry standard tools and techniques. Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls. 30 30 30 Table of Contents Table of Contents Oversight of Third PartiesThe Company has processes to oversee and identify material risks from cybersecurity threats associated with the Company's use of third-party service providers. In this regard, the Company's cybersecurity risk management program takes into account third-party systems whereby the Company could be impacted by the compromise of the security of vendors or other business relations of the Company, and the Company has a comprehensive third-party access management system. In addition, the Company conducts risk-based due diligence on the profiles of third-party service providers with respect to cybersecurity risks prior to engagement, and providers of critical services are continuously monitored with respect to security risks. The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations.GOVERNANCE Role of the Board of Directors and its CommitteesInternational Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats. The Company's Board of Directors has primary oversight of our enterprise risk management program, which includes cybersecurity risk. Moreover, the Board of Directors is supported in its oversight by the Audit and Finance Committee and PPE Committee, which share oversight responsibilities related to the Company's information security programs. The Audit and Finance Committee reviews management's cybersecurity and information security risk management programs and controls, including processes for management's identification and reporting of material cybersecurity incidents. The PPE Committee reviews technology issues pertinent to the Company including those associated with information and operational technology, cybersecurity and data security and assesses related Company strategies.Our Board of Directors, Audit and Finance Committee and PPE Committee each receives periodic updates on cybersecurity issues from management (including our Chief Information Security Officer ("CISO")). For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee at least annually regarding cybersecurity risks, as well as plans and strategies to mitigate those risks. Furthermore, our ERM Council annually reports its activities either directly to the Board of Directors or through the Audit and Finance Committee. Role of ManagementAt a management level, our cybersecurity risk management program is led by our CISO. Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011. He was appointed as the Company's first CISO in 2019. Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars. Our CISO reports to our Chief Financial Officer. Additionally, our CISO and members of the cybersecurity team hold a number of industry recognized certifications, such as Certified Information Systems Security Professional, Certified Information Security Manager, and Certified Ethical Hacker, among others.The Company has also adopted a cyber-incident response plan which provides for controls and procedures in connection with cybersecurity events, including escalation procedures summarized below. The cyber-incident response plan is designed to address non-operational and operational cybersecurity events. Evaluation and response to cybersecurity events is led by our Cybersecurity Incident Response Team ("CIRT"), under the direction of our CISO. The CIRT is comprised of subject matter experts representing information security, information technology, operational technology and legal. The CIRT performs an impact assessment with respect to cybersecurity incidents, gathers facts and provides a chronology of events in connection therewith, and leads remediation and recovery activities. Our General Counsel, Senior Vice President, Chief People and Strategy Officer, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches. Cybersecurity events that meet specified criteria for operational impact are escalated for further review to our Business Continuity Incident Command Team ("Incident Command Team"). The Incident Command Team performs an initial assessment that includes evaluation of the cybersecurity event's severity, response required, and estimated business cost, and leads the execution of business continuity plans to maintain Company operations. Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review, and, if appropriate, may be further elevated for the review of the Board of Directors. The Disclosure Committee, General Counsel and Chief Financial Officer assess and determine materiality using the facts gathered and chronology of events provided by the Incident Command Team. Oversight of Third PartiesThe Company has processes to oversee and identify material risks from cybersecurity threats associated with the Company's use of third-party service providers. In this regard, the Company's cybersecurity risk management program takes into account third-party systems whereby the Company could be impacted by the compromise of the security of vendors or other business relations of the Company, and the Company has a comprehensive third-party access management system. In addition, the Company conducts risk-based due diligence on the profiles of third-party service providers with respect to cybersecurity risks prior to engagement, and providers of critical services are continuously monitored with respect to security risks. The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations.GOVERNANCE Role of the Board of Directors and its CommitteesInternational Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats. The Company's Board of Directors has primary oversight of our enterprise risk management program, which includes cybersecurity risk. Moreover, the Board of Directors is supported in its oversight by the Audit and Finance Committee and PPE Committee, which share oversight responsibilities related to the Company's information security programs. The Audit and Finance Committee reviews management's cybersecurity and information security risk management programs and controls, including processes for management's identification and reporting of material cybersecurity incidents. The PPE Committee reviews technology issues pertinent to the Company including those associated with information and operational technology, cybersecurity and data security and assesses related Company strategies.Our Board of Directors, Audit and Finance Committee and PPE Committee each receives periodic updates on cybersecurity issues from management (including our Chief Information Security Officer ("CISO")). For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee at least annually regarding cybersecurity risks, as well as plans and strategies to mitigate those risks. Furthermore, our ERM Council annually reports its activities either directly to the Board of Directors or through the Audit and Finance Committee. --- ## Modified: NOTE 4 EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS **Key changes:** - Reworded sentence: "A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations, and diluted earnings (loss) per share from continuing operations is as follows: In millions, except per share amounts202420232022Earnings (loss) from continuing operations attributable to International Paper common shareholders$557 $302 $1,741 Weighted average common shares outstanding347.2 346.9 363.5 Effect of dilutive securities:Restricted performance share plan7.0 2.2 3.5 Weighted average common shares outstanding - assuming dilution354.2 349.1 367.0 Basic earnings (loss) per share from continuing operations$1.60 $0.87 $4.79 Diluted earnings (loss) per share from continuing operations$1.57 $0.86 $4.74 A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations, and diluted earnings (loss) per share from continuing operations is as follows: In millions, except per share amounts202420232022Earnings (loss) from continuing operations attributable to International Paper common shareholders$557 $302 $1,741 Weighted average common shares outstanding347.2 346.9 363.5 Effect of dilutive securities:Restricted performance share plan7.0 2.2 3.5 Weighted average common shares outstanding - assuming dilution354.2 349.1 367.0 Basic earnings (loss) per share from continuing operations$1.60 $0.87 $4.79 Diluted earnings (loss) per share from continuing operations$1.57 $0.86 $4.74" **Prior (2024):** Basic earnings per share is computed by dividing earnings by the weighted average number of common shares outstanding. Diluted earnings per share is computed assuming that all potentially dilutive securities were converted into common shares. There are no adjustments required to be made to net income for purposes of computing basic and diluted earnings per share. A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations, and diluted earnings (loss) per share from continuing operations is as follows: In millions, except per share amounts202320222021Earnings (loss) from continuing operations attributable to International Paper common shareholders$302 $1,741 $811 Weighted average common shares outstanding346.9 363.5 389.4 Effect of dilutive securities:Restricted performance share plan2.2 3.5 3.0 Weighted average common shares outstanding - assuming dilution349.1 367.0 392.4 Basic earnings (loss) per share from continuing operations$0.87 $4.79 $2.08 Diluted earnings (loss) per share from continuing operations$0.86 $4.74 $2.07 A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations, and diluted earnings (loss) per share from continuing operations is as follows: In millions, except per share amounts202320222021Earnings (loss) from continuing operations attributable to International Paper common shareholders$302 $1,741 $811 Weighted average common shares outstanding346.9 363.5 389.4 Effect of dilutive securities:Restricted performance share plan2.2 3.5 3.0 Weighted average common shares outstanding - assuming dilution349.1 367.0 392.4 Basic earnings (loss) per share from continuing operations$0.87 $4.79 $2.08 Diluted earnings (loss) per share from continuing operations$0.86 $4.74 $2.07 **Current (2025):** Basic earnings per share is computed by dividing earnings by the weighted average number of common shares outstanding. Diluted earnings per share is computed assuming that all potentially dilutive securities were converted into common shares. There are no adjustments required to be made to net income for purposes of computing basic and diluted earnings per share. A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations, and diluted earnings (loss) per share from continuing operations is as follows: In millions, except per share amounts202420232022Earnings (loss) from continuing operations attributable to International Paper common shareholders$557 $302 $1,741 Weighted average common shares outstanding347.2 346.9 363.5 Effect of dilutive securities:Restricted performance share plan7.0 2.2 3.5 Weighted average common shares outstanding - assuming dilution354.2 349.1 367.0 Basic earnings (loss) per share from continuing operations$1.60 $0.87 $4.79 Diluted earnings (loss) per share from continuing operations$1.57 $0.86 $4.74 A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations, and diluted earnings (loss) per share from continuing operations is as follows: In millions, except per share amounts202420232022Earnings (loss) from continuing operations attributable to International Paper common shareholders$557 $302 $1,741 Weighted average common shares outstanding347.2 346.9 363.5 Effect of dilutive securities:Restricted performance share plan7.0 2.2 3.5 Weighted average common shares outstanding - assuming dilution354.2 349.1 367.0 Basic earnings (loss) per share from continuing operations$1.60 $0.87 $4.79 Diluted earnings (loss) per share from continuing operations$1.57 $0.86 $4.74 --- ## Modified: PENSION BENEFIT OBLIGATIONS **Key changes:** - Reworded sentence: "Benefit obligations and fair values of plan assets as of December 31, 2024, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S." - Removed sentence: "The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds.The expected long-term rate of return on U.S." - Removed sentence: "pension plan assets used to determine net periodic cost for the year ended December 31, 2023 was 6.50%.Increasing the expected long-term rate of return on U.S." - Removed sentence: "plan assets by an additional 0.25% would decrease 2024 pension expense by approximately $21 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $12 million.Actual rates of return earned on U.S." - Removed sentence: "pension plan assets for each of the last 10 years were: YearReturnYearReturn20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 %201923.9 %20146.4 %ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes." **Prior (2024):** The calculation of the pension benefit obligation and corresponding expense amounts are determined annually, with involvement of International Paper's consulting actuary, and are dependent upon various assumptions including the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates. The calculations of pension benefit obligations and expense require decisions about a number of key assumptions that can significantly affect liability and expense amounts, including the expected long-term rate of return on plan assets and the discount rate used to calculate plan liabilities. Benefit obligations and fair values of plan assets as of December 31, 2023, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S. qualified pension$8,718 $8,836 U.S. nonqualified pension264 - Non-U.S. pension58 20 The table below shows the discount rate used by International Paper to calculate U.S. pension obligations for the years shown: 202320222021Discount rate5.10 %5.40 %2.90 % International Paper determines these actuarial assumptions, after consultation with our actuaries, on December 31 each year or more frequently if required, to calculate liability information as of that date and pension expense for the following year. The expected long-term rate of return on plan assets is based on projected rates of return for current asset classes in the plan's investment portfolio. The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds.The expected long-term rate of return on U.S. pension plan assets used to determine net periodic cost for the year ended December 31, 2023 was 6.50%.Increasing the expected long-term rate of return on U.S. plan assets by an additional 0.25% would decrease 2024 pension expense by approximately $21 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $12 million.Actual rates of return earned on U.S. pension plan assets for each of the last 10 years were: YearReturnYearReturn20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 %201923.9 %20146.4 %ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes. These net gains and losses are recognized in pension expense prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains and losses in subsequent years. Net periodic pension plan expenses, calculated for all of International Paper's plans, were as follows: In millions20232022202120202019Pension (income) expenseU.S. plans$94 $(116)$(112)$32 $93 Non-U.S. plans5 5 4 5 6 Net (income) expense$99 $(111)$(108)$37 $99 The increase in 2023 pension expense primarily reflects higher interest cost and lower expected return on assets, offset by lower service cost. Assuming that discount rates, expected long-term returns on plan assets and rates of future compensation increases remain the same as of based on projected rates of return for current asset classes in the plan's investment portfolio. The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds. The expected long-term rate of return on U.S. pension plan assets used to determine net periodic cost for the year ended December 31, 2023 was 6.50%. Increasing the expected long-term rate of return on U.S. plan assets by an additional 0.25% would decrease 2024 pension expense by approximately $21 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $12 million. Actual rates of return earned on U.S. pension plan assets for each of the last 10 years were: YearReturnYearReturn20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 %201923.9 %20146.4 % ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes. These net gains and losses are recognized in pension expense prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains and losses in subsequent years. Net periodic pension plan expenses, calculated for all of International Paper's plans, were as follows: In millions20232022202120202019Pension (income) expenseU.S. plans$94 $(116)$(112)$32 $93 Non-U.S. plans5 5 4 5 6 Net (income) expense$99 $(111)$(108)$37 $99 The increase in 2023 pension expense primarily reflects higher interest cost and lower expected return on assets, offset by lower service cost. Assuming that discount rates, expected long-term returns on plan assets and rates of future compensation increases remain the same as of 42 42 42 Table of Contents Table of Contents December 31, 2023, projected future net periodic pension plan expense (income) would be as follows: In millions20252024Pension expense (income)U.S. plans$(43)$(7)Non-U.S. plans5 5 Net (income) expense$(38)$(2)The Company estimates that it will record net pension income of approximately $7 million for its U.S. defined benefit plans in 2024, compared to expense of $94 million in 2023. The market value of plan assets for International Paper's U.S. qualified pension plan at December 31, 2023 totaled approximately $8.8 billion, consisting of approximately 66% hedging assets and 34% return seeking assets. The Company's funding policy for its qualified pension plan is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make voluntary contributions in the future. There were no required contributions to the U.S. qualified plan in 2023. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $22 million for the year ended December 31, 2023.INCOME TAXESInternational Paper records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company's evaluation of the "more likely than not" outcome considering technical merits of the position based on specific tax regulations and facts of each matter. Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter. Accrued interest related to these uncertain tax positions is recorded in our consolidated statement of operations in Interest expense, net. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in assessing the need for and magnitude of appropriate valuation allowances against deferred tax assets. This assessment is completed by tax jurisdiction and relies on both positive and negative evidence available, with significant weight placed on recent financial results. Cumulative reported pre-tax income is considered objectively verifiable positive evidence of our ability to generate positive pre-tax income in the future. In accordance with GAAP, when there is a recent history of pre-tax losses, there is little or no weight placed on forecasts for purposes of assessing the recoverability of our deferred tax assets. When necessary, we use systematic and logical methods to estimate when deferred tax liabilities will reverse and generate taxable income and when deferred tax assets will reverse and generate tax deductions. Assumptions, judgment, and the use of estimates are required when scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective. The realization of these assets is dependent on generating future taxable income, as well as successful implementation of various tax planning strategies. The Company's valuation allowance was $848 million and $677 million at December 31, 2023 and 2022, respectively.While International Paper believes that these judgments and estimates are appropriate and reasonable under the circumstances, actual resolution of these matters may differ from recorded estimated amounts.LEGAL PROCEEDINGSInformation concerning the Company's environmental and other legal proceedings is set forth in Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data. The Company is not subject to any administrative or judicial proceeding arising under any Federal, State or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more. December 31, 2023, projected future net periodic pension plan expense (income) would be as follows: In millions20252024Pension expense (income)U.S. plans$(43)$(7)Non-U.S. plans5 5 Net (income) expense$(38)$(2)The Company estimates that it will record net pension income of approximately $7 million for its U.S. defined benefit plans in 2024, compared to expense of $94 million in 2023. The market value of plan assets for International Paper's U.S. qualified pension plan at December 31, 2023 totaled approximately $8.8 billion, consisting of approximately 66% hedging assets and 34% return seeking assets. The Company's funding policy for its qualified pension plan is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make voluntary contributions in the future. There were no required contributions to the U.S. qualified plan in 2023. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $22 million for the year ended December 31, 2023.INCOME TAXESInternational Paper records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company's evaluation of the "more likely than not" outcome considering technical merits of the position based on specific tax regulations and facts of each matter. Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter. Accrued interest related to these uncertain tax positions is recorded in our consolidated statement of operations in Interest expense, net. December 31, 2023, projected future net periodic pension plan expense (income) would be as follows: In millions20252024Pension expense (income)U.S. plans$(43)$(7)Non-U.S. plans5 5 Net (income) expense$(38)$(2) The Company estimates that it will record net pension income of approximately $7 million for its U.S. defined benefit plans in 2024, compared to expense of $94 million in 2023. The market value of plan assets for International Paper's U.S. qualified pension plan at December 31, 2023 totaled approximately $8.8 billion, consisting of approximately 66% hedging assets and 34% return seeking assets. The Company's funding policy for its qualified pension plan is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make voluntary contributions in the future. There were no required contributions to the U.S. qualified plan in 2023. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $22 million for the year ended December 31, 2023. **Current (2025):** The calculation of the pension benefit obligation and corresponding expense amounts are determined annually, with involvement of International Paper's consulting actuary, and are dependent upon various assumptions including the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates. The calculations of pension benefit obligations and expense require decisions about a number of key assumptions that can significantly affect liability and expense amounts, including the expected long-term rate of return on plan assets and the discount rate used to calculate plan liabilities. Benefit obligations and fair values of plan assets as of December 31, 2024, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S. qualified pension$8,096 $8,189 U.S. nonqualified pension248 - Non-U.S. pension56 20 The table below shows the discount rate used by International Paper to calculate U.S. pension obligations for the years shown: 202420232022Discount rate5.68 %5.10 %5.40 % International Paper determines the actuarial assumptions to calculate liability information as of December 31 each year or more frequently if required and pension expense for the following year. International Paper consults with our third-party actuary in determining these actuarial assumptions. The expected long-term rate of return on plan assets is based on projected rates of return for current asset classes in the plan's investment portfolio. The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds. The expected long-term rate of return on U.S. pension plan assets used to determine net periodic cost for the year ended December 31, 2024 was 7.00%. 48 48 48 Table of Contents Table of Contents Increasing the expected long-term rate of return on U.S. plan assets by an additional 0.25% would decrease 2025 pension expense by approximately $20 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $14 million.Actual rates of return earned on U.S. pension plan assets for each of the last 10 years were: YearReturnYearReturn2024(0.1)%201923.9 %20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 %ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes. These net gains and losses are recognized in pension expense prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains and losses in subsequent years. Net periodic pension plan expenses, calculated for all of International Paper's plans, were as follows: In millions20242023202220212020Pension (income) expenseU.S. plans$1 $94 $(116)$(112)$32 Non-U.S. plans6 5 5 4 5 Net (income) expense$7 $99 $(111)$(108)$37 The decrease in 2024 pension expense primarily reflects higher asset returns, lower interest cost due to a lower discount rate, and lower actuarial loss. Assuming that discount rates, expected long-term returns on plan assets and rates of future compensation increases remain the same as of December 31, 2024, projected future net periodic pension plan expense (income) would be as follows: In millions20262025Pension expense (income)U.S. plans$13 $36 Non-U.S. plans5 5 Net (income) expense$18 $41 The Company estimates that it will record net pension expense of approximately $36 million for its U.S. defined benefit plans in 2025, compared to expense of $1 million in 2024. The market value of plan assets for International Paper's U.S. qualified pension plan at December 31, 2024 totaled approximately $8.2 billion, consisting of approximately 62% hedging assets and 38% return seeking assets. The Company's funding policy for its qualified pension plan is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make voluntary contributions in the future. There were no required contributions to the U.S. qualified plan in 2024. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $23 million for the year ended December 31, 2024.INCOME TAXESInternational Paper records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company's evaluation of the "more likely than not" outcome considering technical merits of the position based on specific tax regulations and facts of each matter. Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter. Accrued interest related to these uncertain tax positions is recorded in our consolidated statement of operations in Interest expense, net. The Company's uncertain tax positions were $204 million and $173 million at December 31, 2024 and 2023, respectively.Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in assessing the need for and magnitude of appropriate valuation allowances against deferred tax assets. This assessment is completed by tax jurisdiction and relies on both positive and negative evidence available, with significant weight placed on recent financial results. Cumulative reported pre-tax income is considered objectively verifiable positive Increasing the expected long-term rate of return on U.S. plan assets by an additional 0.25% would decrease 2025 pension expense by approximately $20 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $14 million.Actual rates of return earned on U.S. pension plan assets for each of the last 10 years were: YearReturnYearReturn2024(0.1)%201923.9 %20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 %ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes. These net gains and losses are recognized in pension expense prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains and losses in subsequent years. Net periodic pension plan expenses, calculated for all of International Paper's plans, were as follows: In millions20242023202220212020Pension (income) expenseU.S. plans$1 $94 $(116)$(112)$32 Non-U.S. plans6 5 5 4 5 Net (income) expense$7 $99 $(111)$(108)$37 The decrease in 2024 pension expense primarily reflects higher asset returns, lower interest cost due to a lower discount rate, and lower actuarial loss. Assuming that discount rates, expected long-term returns on plan assets and rates of future compensation increases remain the same as of December 31, 2024, projected future net periodic pension plan expense (income) would be as follows: In millions20262025Pension expense (income)U.S. plans$13 $36 Non-U.S. plans5 5 Net (income) expense$18 $41 Increasing the expected long-term rate of return on U.S. plan assets by an additional 0.25% would decrease 2025 pension expense by approximately $20 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $14 million. Actual rates of return earned on U.S. pension plan assets for each of the last 10 years were: YearReturnYearReturn2024(0.1)%201923.9 %20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 % ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes. These net gains and losses are recognized in pension expense prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains and losses in subsequent years. Net periodic pension plan expenses, calculated for all of International Paper's plans, were as follows: In millions20242023202220212020Pension (income) expenseU.S. plans$1 $94 $(116)$(112)$32 Non-U.S. plans6 5 5 4 5 Net (income) expense$7 $99 $(111)$(108)$37 The decrease in 2024 pension expense primarily reflects higher asset returns, lower interest cost due to a lower discount rate, and lower actuarial loss. Assuming that discount rates, expected long-term returns on plan assets and rates of future compensation increases remain the same as of December 31, 2024, projected future net periodic pension plan expense (income) would be as follows: In millions20262025Pension expense (income)U.S. plans$13 $36 Non-U.S. plans5 5 Net (income) expense$18 $41 The Company estimates that it will record net pension expense of approximately $36 million for its U.S. defined benefit plans in 2025, compared to expense of $1 million in 2024. The market value of plan assets for International Paper's U.S. qualified pension plan at December 31, 2024 totaled approximately $8.2 billion, consisting of approximately 62% hedging assets and 38% return seeking assets. The Company's funding policy for its qualified pension plan is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make voluntary contributions in the future. There were no required contributions to the U.S. qualified plan in 2024. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $23 million for the year ended December 31, 2024.INCOME TAXESInternational Paper records its global tax provision based on the respective tax rules and regulations for the jurisdictions in which it operates. Where the Company believes that a tax position is supportable for income tax purposes, the item is included in its income tax returns. Where treatment of a position is uncertain, liabilities are recorded based upon the Company's evaluation of the "more likely than not" outcome considering technical merits of the position based on specific tax regulations and facts of each matter. Changes to recorded liabilities are only made when an identifiable event occurs that changes the likely outcome, such as settlement with the relevant tax authority, the expiration of statutes of limitation for the subject tax year, change in tax laws, or recent court cases that are relevant to the matter. Accrued interest related to these uncertain tax positions is recorded in our consolidated statement of operations in Interest expense, net. The Company's uncertain tax positions were $204 million and $173 million at December 31, 2024 and 2023, respectively.Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Significant judgment is required in assessing the need for and magnitude of appropriate valuation allowances against deferred tax assets. This assessment is completed by tax jurisdiction and relies on both positive and negative evidence available, with significant weight placed on recent financial results. Cumulative reported pre-tax income is considered objectively verifiable positive The Company estimates that it will record net pension expense of approximately $36 million for its U.S. defined benefit plans in 2025, compared to expense of $1 million in 2024. The market value of plan assets for International Paper's U.S. qualified pension plan at December 31, 2024 totaled approximately $8.2 billion, consisting of approximately 62% hedging assets and 38% return seeking assets. The Company's funding policy for its qualified pension plan is to contribute amounts sufficient to meet legal funding requirements, plus any additional amounts that the Company may determine to be appropriate considering the funded status of the plan, tax deductibility, the cash flows generated by the Company, and other factors. The Company continually reassesses the amount and timing of any discretionary contributions and could elect to make voluntary contributions in the future. There were no required contributions to the U.S. qualified plan in 2024. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $23 million for the year ended December 31, 2024. --- ## Modified: NET PERIODIC PENSION EXPENSE **Key changes:** - Reworded sentence: "defined benefit plans comprised the following: 202420232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$53 $3 $48 $4 $85 $3 Interest cost447 3 459 3 338 2 Expected return on plan assets(593) - (530)(1)(649)(1)Actuarial loss (gain)78 - 93 (1)87 1 Amortization of prior service cost13 - 23 - 23 - Special termination benefits3 - 1 - - - Net periodic pension (income) expense$1 $6 $94 $5 $(116)$5 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations." **Prior (2024):** Service cost is the actuarial present value of benefits attributed by the plans' benefit formula to services rendered by employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return. Net periodic pension expense for qualified and nonqualified U.S. and non-U.S. defined benefit plans comprised the following: 202320222021In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$48 $4 $85 $3 $100 $5 Interest cost459 3 338 2 333 4 Expected return on plan assets(530)(1)(649)(1)(705)(7)Actuarial loss (gain)93 (1)87 1 138 2 Amortization of prior service cost23 - 23 - 22 - Special termination benefits1 - - - - - Net periodic pension (income) expense$94 $5 $(116)$5 $(112)$4 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations except for $(3) million related to Sylvamo participants in 2021 recorded in Discontinued Operations. The increase in 2023 pension expense primarily reflects lower asset returns, higher interest cost due to a higher discount rate, higher actuarial loss, and lower service cost. 83 83 83 Table of Contents Table of Contents ASSUMPTIONSInternational Paper evaluates its actuarial assumptions annually as of December 31 (the measurement date) and considers changes in these long-term factors based upon market conditions and the requirements for employers' accounting for pensions. These assumptions are used to calculate benefit obligations as of December 31 of the current year and pension expense to be recorded in the following year (i.e., the discount rate used to determine the benefit obligation as of December 31, 2023 is also the discount rate used to determine net pension expense for the 2024 year). ASSUMPTIONSInternational Paper evaluates its actuarial assumptions annually as of December 31 (the measurement date) and considers changes in these long-term factors based upon market conditions and the requirements for employers' accounting for **Current (2025):** Service cost is the actuarial present value of benefits attributed by the plans' benefit formula to services rendered by employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return. Net periodic pension expense for qualified and nonqualified U.S. and non-U.S. defined benefit plans comprised the following: 202420232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$53 $3 $48 $4 $85 $3 Interest cost447 3 459 3 338 2 Expected return on plan assets(593) - (530)(1)(649)(1)Actuarial loss (gain)78 - 93 (1)87 1 Amortization of prior service cost13 - 23 - 23 - Special termination benefits3 - 1 - - - Net periodic pension (income) expense$1 $6 $94 $5 $(116)$5 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations. The decrease in 2024 pension expense primarily reflects higher asset returns, lower interest cost due to a lower discount rate, and lower actuarial loss. 87 87 87 Table of Contents Table of Contents ASSUMPTIONSInternational Paper evaluates its actuarial assumptions annually as of December 31 (the measurement date) and considers changes in these long-term factors based upon market conditions and the requirements for employers' accounting for pensions. These assumptions are used to calculate benefit obligations as of December 31 of the current year and pension expense to be recorded in the following year (i.e., the discount rate used to determine the benefit obligation as of December 31, 2024 is also the discount rate used to determine net pension expense for the 2025 year). ASSUMPTIONSInternational Paper evaluates its actuarial assumptions annually as of December 31 (the measurement date) and considers changes in these long-term factors based upon market conditions and the requirements for employers' accounting for --- ## Modified: BUSINESS COMBINATIONS **Key changes:** - Reworded sentence: "The Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date." - Reworded sentence: "We may refine our estimates and make adjustments to the 63 63 63 Table of Contents Table of Contents assets acquired and liabilities assumed over a measurement period, not to exceed one year." - Reworded sentence: "See Note 8 for further details.INVENTORIESInventories include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead." - Reworded sentence: "These inventories are measured at the lower of cost or net realizable value." - Reworded sentence: "See Note 6 for further details.REVENUE RECOGNITIONGenerally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer." **Prior (2024):** The Company evaluates our equity method investments for other-than-temporary impairment ("OTTI") when circumstances indicate the investment may be impaired. When a decline in fair value is deemed to be an OTTI, an impairment is recognized to the extent that the fair value is less than the carrying value of the investment. We consider various factors in determining whether a loss in value of an investment is other than temporary including: the length of time and the extent to which the fair value has been below cost, the financial condition of the investee, and our intent and ability to retain the investment for a period of time sufficient to allow for recovery of value. Management makes certain judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate 56 56 56 Table of Contents Table of Contents a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors.BUSINESS COMBINATIONSThe Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date. In developing estimates of fair values for long-lived assets, including identifiable intangible assets, the Company utilizes a variety of inputs including forecasted cash flows, anticipated growth rates, discount rates, estimated replacement costs and depreciation and obsolescence factors. Determining the fair value for specifically identified intangible assets such as customer lists and developed technology involves judgment. We may refine our estimates and make adjustments to the assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to the consolidated statement of operations. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or adjust their economic lives in future periods. See Note 7 for further details.RESTRUCTURING LIABILITIES AND COSTSFor operations to be closed or restructured, a liability and related expense is recorded in the period when operations cease. For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit plan. The accounting for each termination is evaluated individually. See Note 6 for further details.REVENUE RECOGNITIONGenerally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced. The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds. The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers". The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606. Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers.The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. See Note 3 for further details.TEMPORARY INVESTMENTSTemporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value. See Note 9 for further details.INVENTORIESInventories are valued at the lower of cost or market value and include all costs directly associated with manufacturing products: materials, labor and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products, are generally determined using the last-in, first-out method. Other inventories are valued using the first-in, first-out or average cost methods. See Note 9 for further details. a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors.BUSINESS COMBINATIONSThe Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date. In developing estimates of fair values for long-lived assets, including identifiable intangible assets, the Company utilizes a variety of inputs including forecasted cash flows, anticipated growth rates, discount rates, estimated replacement costs and depreciation and obsolescence factors. Determining the fair value for specifically identified intangible assets such as customer lists and developed technology involves judgment. We may refine our estimates and make adjustments to the assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to the consolidated statement of operations. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or adjust their economic lives in future periods. See Note 7 for further details.RESTRUCTURING LIABILITIES AND COSTSFor operations to be closed or restructured, a liability and related expense is recorded in the period when operations cease. For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit plan. The accounting for each termination is evaluated individually. See Note 6 for further details. a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors. **Current (2025):** The Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date. In developing estimates of fair values for long-lived assets, including identifiable intangible assets, the Company utilizes a variety of inputs including forecasted cash flows, anticipated growth rates, discount rates, estimated replacement costs and depreciation and obsolescence factors. Determining the fair value for specifically identified intangible assets such as customer lists and developed technology involves judgment. We may refine our estimates and make adjustments to the 63 63 63 Table of Contents Table of Contents assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to the consolidated statement of operations. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or adjust their economic lives in future periods. See Note 7 for further details.RESTRUCTURING LIABILITIES AND COSTSFor operations to be closed or restructured, a liability and related expense is recorded in the period when operations cease. For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit plan. The accounting for each termination is evaluated individually. See Note 6 for further details.REVENUE RECOGNITIONGenerally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced. The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds. The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers". The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606. Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers.The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. See Note 3 for further details.TEMPORARY INVESTMENTSTemporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value. See Note 8 for further details.INVENTORIESInventories include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products are generally determined using the last-in, first-out method. These inventories are measured at the lower of cost or market. Other inventories are valued using the first-in, first-out or average cost methods. These inventories are measured at the lower of cost or net realizable value. See Note 8 for further details.LEASED ASSETSOperating lease right of use ("ROU") assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles, and leases within assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to the consolidated statement of operations. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or adjust their economic lives in future periods. See Note 7 for further details.RESTRUCTURING LIABILITIES AND COSTSFor operations to be closed or restructured, a liability and related expense is recorded in the period when operations cease. For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit plan. The accounting for each termination is evaluated individually. See Note 6 for further details.REVENUE RECOGNITIONGenerally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced. The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds. The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers". assets acquired and liabilities assumed over a measurement period, not to exceed one year. Upon the conclusion of the measurement period or the final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are charged to the consolidated statement of operations. Subsequent actual results of the underlying business activity supporting the specifically identified intangible assets could change, requiring us to record impairment charges or adjust their economic lives in future periods. See Note 7 for further details. --- ## Modified: Our Risk Assessment Program **Key changes:** - Reworded sentence: "Cybersecurity risks the Company faces include targeted attacks, ransomware, malware, phishing attacks, data theft, other data or security breaches, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data." - Reworded sentence: "Risk Factors - We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in technology used to manage operations and other business processes.The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches." - Reworded sentence: "Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls." **Prior (2024):** The Company has a risk assessment program in place to assess, identify and manage material risks from cybersecurity threats. Cybersecurity risks the Company faces include targeted attacks, ransomware, data theft, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data. For a full discussion of cybersecurity risks facing the Company, please see Part I, Item 1A. Risk Factors - WE ARE SUBJECT TO CYBERSECURITY AND INFORMATION TECHNOLOGY RISKS RELATED TO BREACHES OF SECURITY PERTAINING TO SENSITIVE COMPANY, CUSTOMER, EMPLOYEE AND VENDOR INFORMATION AS WELL AS BREACHES IN TECHNOLOGY USED TO MANAGE OPERATIONS AND OTHER BUSINESS PROCESSES. Key aspects of the Company's cybersecurity program include the following: •layered technical protective capabilities and detective surveillance controls; •utilizing independent third parties to assess the Company's practices related to, and provide expertise and assistance with, various aspects of information security, as further described below; •courses and awareness training on information security for employees with Company email or access to Company devices, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level; •global security and privacy policies; and •business continuity, incident response and disaster recovery procedures, including table top exercises involving senior leaders. The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches. Engagement of Third PartiesThe Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments. •Engagement of an independent third party to conduct an annual security program assessment of the controls, maturity and performance of the Company's information security program and the information security risk associated with the Company's business systems. The assessment uses the National Institute of Standards and Technology Cybersecurity Framework as its benchmark.•Engagement of a leading third-party service provider to annually perform an external and an internal penetration assessment using industry standard tools and techniques. Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls.Oversight of Third PartiesThe Company has processes to oversee and identify material risks from cybersecurity threats associated with the Company's use of third-party service providers. In this regard, the Company's cybersecurity risk management program takes into account third-party systems whereby the Company could be impacted by the compromise of the security of vendors or other business relations of the Company, and the Company has a comprehensive third-party access management system. In addition, the Company conducts risk-based due diligence on the profiles of third-party service providers with respect to cybersecurity risks prior to engagement, and providers of critical services are continuously monitored with respect to security risks. The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations.The Company does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations or financial condition. **Current (2025):** The Company has a risk assessment program in place to assess, identify and manage material risks from cybersecurity threats. Cybersecurity risks the Company faces include targeted attacks, ransomware, malware, phishing attacks, data theft, other data or security breaches, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data. Key aspects of the Company's cybersecurity program include the following: •layered technical protective capabilities and detective surveillance controls; •utilizing independent third parties to assess the Company's practices related to, and provide expertise and assistance with, various aspects of information security, as further described below; •courses and awareness training on information security for employees with Company email or access to Company devices, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level; •global security and privacy policies; and•business continuity, incident response and disaster recovery procedures, including table top exercises involving senior leaders. The Company does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations or financial condition. For a full discussion of cybersecurity risks facing the Company, please see Part I, Item 1A. Risk Factors - We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in technology used to manage operations and other business processes.The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches. Engagement of Third PartiesThe Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments. •Engagement of an independent third party to conduct an annual security program assessment of the controls, maturity and performance of the Company's information security program and the information security risk associated with the Company's business systems. The assessment uses the National Institute of Standards and Technology Cybersecurity Framework as its benchmark.•Engagement of a leading third-party service provider to annually perform an external and an internal penetration assessment using industry standard tools and techniques. Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls. devices, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level; •global security and privacy policies; and •business continuity, incident response and disaster recovery procedures, including table top exercises involving senior leaders. The Company does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations or financial condition. For a full discussion of cybersecurity risks facing the Company, please see Part I, Item 1A. Risk Factors - We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in technology used to manage operations and other business processes. The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches. --- ## Modified: NOTE 15 DEBT AND LINES OF CREDIT **Key changes:** - Reworded sentence: "Amounts related to early debt extinguishment during the years ended December 31, 2024, 2023 and 2022 were as follows: In millions202420232022Early debt reductions (a)$ - $ - $503 Pre-tax early debt extinguishment costs (b) - - 93 (a)Reductions related to notes with interest rates ranging from 4.35% to 8.70% with original maturities from 2023 to 2048 for the year ended December 31, 2022." - Reworded sentence: "The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program.At December 31, 2024, the Company's credit facilities totaled $1.9 billion." - Reworded sentence: "As of December 31, 2024 and December 31, 2023, the Company had no borrowings outstanding under the program." - Reworded sentence: "The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program." - Reworded sentence: "As of December 31, 2024 and December 31, 2023, the Company had no borrowings outstanding under the program." **Prior (2024):** Amounts related to early debt extinguishment during the years ended December 31, 2023, 2022 and 2021 were as follows: In millions202320222021Early debt reductions (a)$ - $503 $2,472 Pre-tax early debt extinguishment costs (b) - 93 461 (a)Reductions related to notes with interest rates ranging from 3.00% to 8.70% with original maturities from 2021 to 2048 for the years ended December 31, 2022 and 2021. (b)Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations. Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations. The Company had no early debt reductions in 2023. The Company had debt reductions of $780 million in 2023, related primarily to capital leases, commercial paper, debt maturities and international debt. During the first quarter of 2023, the Company entered into a variable term loan agreement providing for a $600 million term loan which was fully drawn on the date of such loan agreement and matures in 2028. The $600 million debt was issued following the repayment of $410 million of commercial paper earlier in 2023. Additionally, during the first quarter of 2023, the Company issued an approximately $72 million environmental development bond ("EDB") with an interest rate of 4.00% and a maturity date of April 1, 2026. The proceeds from this issuance were used to repay an approximately $72 million outstanding EDB that matured on April 1, 2023. During the second quarter of 2023, the Company issued approximately $24 million of debt with a variable interest rate and a maturity date of December 1, 2027. The Company had debt reductions of approximately $49 million of variable interest EDBs with current maturities. Additionally, during the second quarter of 2023, the Company issued an approximately $54 million EDB with a variable rate and a maturity date of May 1, 2028. The proceeds of this were used to repay an approximately $54 million EDB that matured on May 1, 2023. The Company issued an approximately $25 million EDB with a variable rate and a maturity date of June 1, 2030. The proceeds of this were used to repay an approximately $25 million EDB that matured on June 1, 2023.During the third quarter of 2023, the Company repaid an approximately $70 million EDB with an interest rate of 2.90% that matured on September 1, 2023. During the fourth quarter of 2023, the Company repaid an approximately $87 million note with an interest rate of 6.875% that matured on November 1, 2023. Additionally, the Company issued approximately $11 million of debt with a variable interest rate and a maturity date of December 1, 2027.The Company had debt issuances in 2022 of $354 million of term loan agreements, $410 million of commercial paper and $248 million of environmental development bonds.The Company had debt issuances in 2021 of $1.5 billion related primarily to Sylvamo debt issuances as discussed further in Note 8 - Divestitures. The borrowing capacity of the Company's commercial paper program is $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of this program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2023 and $410 million borrowings outstanding as of December 31, 2022 under this program.At December 31, 2023, the Company's credit facilities totaled $1.9 billion. The credit facilities generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. The credit facilities previously included a $1.5 billion contractually committed bank facility with a maturity date of June 2026. In June 2023, the Company amended and restated its credit agreement to, among other things, (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. The liquidity facilities also include up to $500 million of uncommitted financings based on eligible receivables balances under a receivable securitization program that expires in June 2025. As of December 31, 2023 variable rate and a maturity date of May 1, 2028. The proceeds of this were used to repay an approximately $54 million EDB that matured on May 1, 2023. The Company issued an approximately $25 million EDB with a variable rate and a maturity date of June 1, 2030. The proceeds of this were used to repay an approximately $25 million EDB that matured on June 1, 2023. During the third quarter of 2023, the Company repaid an approximately $70 million EDB with an interest rate of 2.90% that matured on September 1, 2023. During the fourth quarter of 2023, the Company repaid an approximately $87 million note with an interest rate of 6.875% that matured on November 1, 2023. Additionally, the Company issued approximately $11 million of debt with a variable interest rate and a maturity date of December 1, 2027. The Company had debt issuances in 2022 of $354 million of term loan agreements, $410 million of commercial paper and $248 million of environmental development bonds. The Company had debt issuances in 2021 of $1.5 billion related primarily to Sylvamo debt issuances as discussed further in Note 8 - Divestitures. The borrowing capacity of the Company's commercial paper program is $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of this program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2023 and $410 million borrowings outstanding as of December 31, 2022 under this program. At December 31, 2023, the Company's credit facilities totaled $1.9 billion. The credit facilities generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. The credit facilities previously included a $1.5 billion contractually committed bank facility with a maturity date of June 2026. In June 2023, the Company amended and restated its credit agreement to, among other things, (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. The liquidity facilities also include up to $500 million of uncommitted financings based on eligible receivables balances under a receivable securitization program that expires in June 2025. As of December 31, 2023 80 80 80 Table of Contents Table of Contents and December 31, 2022, the Company had no borrowings outstanding under the program.A summary of long-term debt follows: In millions at December 31202320226.875% notes - due 2023$ - $87 7.350% notes - due 202539 39 7.750% notes - due 202522 22 7.200% notes - due 202658 58 6.400% notes - due 20265 5 7.150% notes - due 20277 7 6.875% notes - due 202910 10 5.000% notes - due 2035407 407 6.650% notes - due 20373 3 8.700% notes - due 203886 86 7.300% notes - due 2039453 453 6.000% notes - due 2041585 585 4.800% notes - due 2044686 686 5.150% notes - due 2046449 449 4.400% notes - due 2047647 647 4.350% notes - due 2048740 740 Floating rate notes - due 2023 - 2027 (a)308 732 Environmental and industrial development bonds - due 2023 - 2028 (b)419 489 Floating rate term loan - due 2028600 - Total principal5,524 5,505 Capitalized leases55 59 Premiums, discounts, and debt issuance costs(41)(42)Terminated interest rate swaps54 55 Other 1 2 Total (c)5,593 5,579 Less: current maturities138 763 Long-term debt$5,455 $4,816 (a)The weighted average interest rate on these notes was 5.4% in 2023 and 4.6% in 2022.(b)The weighted average interest rate on these bonds was 2.4% in 2023 and 2.4% in 2022.(c)The fair market value was approximately $5.5 billion at December 31, 2023 and $5.2 billion at December 31, 2022. Debt fair value measurements use Level 2 inputs.At December 31, 2023, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 10 - Leases and excluding the timber monetization structures disclosed in Note 15 - Variable Interest Entities) by calendar year were as follows over the next five years: 2024 - $138 million; 2025 - $189 million; 2026 - $143 million; 2027 - $333 million; and 2028 - $670 million.The Company's financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of December 31, 2023, we were in compliance with our debt covenants. NOTE 17 CAPITAL STOCKThe authorized capital stock at both December 31, 2023 and 2022, consisted of 990,850,000 shares of common stock, $1 par value; 400,000 shares of cumulative $4 preferred stock, without par value (stated value $100 per share); and 8,750,000 shares of serial preferred stock, $1 par value. The serial preferred stock is issuable in one or more series by the Board of Directors without further shareholder action.The following is a roll forward of shares of common stock for the three years ended December 31, 2023, 2022 and 2021: Common StockIn thousandsIssuedTreasuryBalance at January 1, 2021448,916 55,817 Issuance of stock for various plans, net - (1,855)Repurchase of stock - 16,400 Balance at December 31, 2021448,916 70,362 Issuance of stock for various plans, net - (1,569)Repurchase of stock - 29,839 Balance at December 31, 2022448,916 98,632 Issuance of stock for various plans, net - (1,647)Repurchase of stock - 5,894 Balance at December 31, 2023448,916 102,879 and December 31, 2022, the Company had no borrowings outstanding under the program.A summary of long-term debt follows: In millions at December 31202320226.875% notes - due 2023$ - $87 7.350% notes - due 202539 39 7.750% notes - due 202522 22 7.200% notes - due 202658 58 6.400% notes - due 20265 5 7.150% notes - due 20277 7 6.875% notes - due 202910 10 5.000% notes - due 2035407 407 6.650% notes - due 20373 3 8.700% notes - due 203886 86 7.300% notes - due 2039453 453 6.000% notes - due 2041585 585 4.800% notes - due 2044686 686 5.150% notes - due 2046449 449 4.400% notes - due 2047647 647 4.350% notes - due 2048740 740 Floating rate notes - due 2023 - 2027 (a)308 732 Environmental and industrial development bonds - due 2023 - 2028 (b)419 489 Floating rate term loan - due 2028600 - Total principal5,524 5,505 Capitalized leases55 59 Premiums, discounts, and debt issuance costs(41)(42)Terminated interest rate swaps54 55 Other 1 2 Total (c)5,593 5,579 Less: current maturities138 763 Long-term debt$5,455 $4,816 (a)The weighted average interest rate on these notes was 5.4% in 2023 and 4.6% in 2022.(b)The weighted average interest rate on these bonds was 2.4% in 2023 and 2.4% in 2022.(c)The fair market value was approximately $5.5 billion at December 31, 2023 and $5.2 billion at December 31, 2022. Debt fair value measurements use Level 2 inputs.At December 31, 2023, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 10 - Leases and excluding the timber monetization structures disclosed in Note 15 - Variable Interest Entities) by calendar year were as follows over the next five years: 2024 - $138 million; 2025 - $189 million; 2026 - $143 million; 2027 - $333 million; and 2028 - $670 million. and December 31, 2022, the Company had no borrowings outstanding under the program. A summary of long-term debt follows: In millions at December 31202320226.875% notes - due 2023$ - $87 7.350% notes - due 202539 39 7.750% notes - due 202522 22 7.200% notes - due 202658 58 6.400% notes - due 20265 5 7.150% notes - due 20277 7 6.875% notes - due 202910 10 5.000% notes - due 2035407 407 6.650% notes - due 20373 3 8.700% notes - due 203886 86 7.300% notes - due 2039453 453 6.000% notes - due 2041585 585 4.800% notes - due 2044686 686 5.150% notes - due 2046449 449 4.400% notes - due 2047647 647 4.350% notes - due 2048740 740 Floating rate notes - due 2023 - 2027 (a)308 732 Environmental and industrial development bonds - due 2023 - 2028 (b)419 489 Floating rate term loan - due 2028600 - Total principal5,524 5,505 Capitalized leases55 59 Premiums, discounts, and debt issuance costs(41)(42)Terminated interest rate swaps54 55 Other 1 2 Total (c)5,593 5,579 Less: current maturities138 763 Long-term debt$5,455 $4,816 6.875% notes - due 2023 7.350% notes - due 2025 7.750% notes - due 2025 7.200% notes - due 2026 6.400% notes - due 2026 7.150% notes - due 2027 6.875% notes - due 2029 5.000% notes - due 2035 6.650% notes - due 2037 8.700% notes - due 2038 7.300% notes - due 2039 6.000% notes - due 2041 4.800% notes - due 2044 5.150% notes - due 2046 4.400% notes - due 2047 4.350% notes - due 2048 Floating rate notes - due 2023 - 2027 (a) Environmental and industrial development bonds - due 2023 - 2028 (b) Floating rate term loan - due 2028 (a)The weighted average interest rate on these notes was 5.4% in 2023 and 4.6% in 2022. The weighted average interest rate on these notes was 5.4% in 2023 and 4.6% in 2022. (b)The weighted average interest rate on these bonds was 2.4% in 2023 and 2.4% in 2022. The weighted average interest rate on these bonds was 2.4% in 2023 and 2.4% in 2022. (c)The fair market value was approximately $5.5 billion at December 31, 2023 and $5.2 billion at December 31, 2022. Debt fair value measurements use Level 2 inputs. The fair market value was approximately $5.5 billion at December 31, 2023 and $5.2 billion at December 31, 2022. Debt fair value measurements use Level 2 inputs. At December 31, 2023, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 10 - Leases and excluding the timber monetization structures disclosed in Note 15 - Variable Interest Entities) by calendar year were as follows over the next five years: 2024 - $138 million; 2025 - $189 million; 2026 - $143 million; 2027 - $333 million; and 2028 - $670 million. The Company's financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of December 31, 2023, we were in compliance with our debt covenants. NOTE 17 CAPITAL STOCKThe authorized capital stock at both December 31, 2023 and 2022, consisted of 990,850,000 shares of common stock, $1 par value; 400,000 shares of cumulative $4 preferred stock, without par value (stated value $100 per share); and 8,750,000 shares of serial preferred stock, $1 par value. The serial preferred stock is issuable in one or more series by the Board of Directors without further shareholder action.The following is a roll forward of shares of common stock for the three years ended December 31, 2023, 2022 and 2021: Common StockIn thousandsIssuedTreasuryBalance at January 1, 2021448,916 55,817 Issuance of stock for various plans, net - (1,855)Repurchase of stock - 16,400 Balance at December 31, 2021448,916 70,362 Issuance of stock for various plans, net - (1,569)Repurchase of stock - 29,839 Balance at December 31, 2022448,916 98,632 Issuance of stock for various plans, net - (1,647)Repurchase of stock - 5,894 Balance at December 31, 2023448,916 102,879 The Company's financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of December 31, 2023, we were in compliance with our debt covenants. **Current (2025):** Amounts related to early debt extinguishment during the years ended December 31, 2024, 2023 and 2022 were as follows: In millions202420232022Early debt reductions (a)$ - $ - $503 Pre-tax early debt extinguishment costs (b) - - 93 (a)Reductions related to notes with interest rates ranging from 4.35% to 8.70% with original maturities from 2023 to 2048 for the year ended December 31, 2022. (b)Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations.The Company had debt reductions of $141 million in 2024, related primarily to $14 million of capital leases and $127 million of environmental development bonds ("EDB"). The Company also had debt issuances of $102 million of EDBs. The Company had debt issuances in 2023 of $600 million of term loan agreements and $183 million of EDBs.The Company had debt issuances in 2022 of $354 million of term loan agreements, $410 million of commercial paper and $248 million of EDBs.The borrowing capacity of the Company's commercial paper program is $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of this program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program.At December 31, 2024, the Company's credit facilities totaled $1.9 billion. The credit facilities generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. The credit facilities previously included a $1.5 billion contractually committed bank facility with a maturity date of June 2026. In June 2023, the Company amended and restated its credit agreement to, among other things, (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. The liquidity facilities also include up to $500 million of uncommitted financings based on eligible receivables balances under a receivable securitization program that expires in June 2025. As of December 31, 2024 and December 31, 2023, the Company had no borrowings outstanding under the program. (a)Reductions related to notes with interest rates ranging from 4.35% to 8.70% with original maturities from 2023 to 2048 for the year ended December 31, 2022. (b)Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations. Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations. The Company had debt reductions of $141 million in 2024, related primarily to $14 million of capital leases and $127 million of environmental development bonds ("EDB"). The Company also had debt issuances of $102 million of EDBs. The Company had debt issuances in 2023 of $600 million of term loan agreements and $183 million of EDBs. The Company had debt issuances in 2022 of $354 million of term loan agreements, $410 million of commercial paper and $248 million of EDBs. The borrowing capacity of the Company's commercial paper program is $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of this program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program. At December 31, 2024, the Company's credit facilities totaled $1.9 billion. The credit facilities generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. The credit facilities previously included a $1.5 billion contractually committed bank facility with a maturity date of June 2026. In June 2023, the Company amended and restated its credit agreement to, among other things, (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. The liquidity facilities also include up to $500 million of uncommitted financings based on eligible receivables balances under a receivable securitization program that expires in June 2025. As of December 31, 2024 and December 31, 2023, the Company had no borrowings outstanding under the program. 84 84 84 Table of Contents Table of Contents A summary of long-term debt follows: In millions at December 31202420237.350% notes - due 2025$39 $39 7.750% notes - due 202522 22 7.200% notes - due 202658 58 6.400% notes - due 20265 5 7.150% notes - due 20277 7 6.875% notes - due 202910 10 5.000% notes - due 2035407 407 6.650% notes - due 20373 3 8.700% notes - due 203886 86 7.300% notes - due 2039453 453 6.000% notes - due 2041585 585 4.800% notes - due 2044686 686 5.150% notes - due 2046449 449 4.400% notes - due 2047647 647 4.350% notes - due 2048740 740 Floating rate notes - due 2027 - 2030 (a)308 308 Environmental and industrial development bonds - due 2025 - 2031 (b)394 419 Floating rate term loan - due 2028600 600 Total principal5,499 5,524 Capitalized leases49 55 Premiums, discounts, and debt issuance costs(39)(41)Terminated interest rate swaps51 54 Other 1 1 Total (c)5,561 5,593 Less: current maturities193 138 Long-term debt$5,368 $5,455 (a)The weighted average interest rate on these notes was 4.6% in 2024 and 5.4% in 2023.(b)The weighted average interest rate on these bonds was 2.8% in 2024 and 2.4% in 2023.(c)The fair market value was approximately $5.2 billion at December 31, 2024 and $5.5 billion at December 31, 2023. Debt fair value measurements use Level 2 inputs.At December 31, 2024, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 9 - Leases and excluding the timber monetization structures disclosed in Note 14 - Variable Interest Entities) by calendar year were as follows over the next five years: 2025 - $193 million; 2026 - $142 million; 2027 - $346 million; 2028 - $672 million; and 2029 - $18 million.The Company's financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of December 31, 2024, we were in compliance with our debt covenants.NOTE 16 CAPITAL STOCKThe authorized capital stock at both December 31, 2024 and 2023, consisted of 990,850,000 shares of common stock, $1 par value; 400,000 shares of cumulative $4 preferred stock, without par value (stated value $100 per share); and 8,750,000 shares of serial preferred stock, $1 par value. The serial preferred stock is issuable in one or more series by the Board of Directors without further shareholder action.The following is a roll forward of shares of common stock for the three years ended December 31, 2024, 2023 and 2022: Common StockIn thousandsIssuedTreasuryBalance at January 1, 2022448,916 70,362 Issuance of stock for various plans, net - (1,569)Repurchase of stock - 29,839 Balance at December 31, 2022448,916 98,632 Issuance of stock for various plans, net - (1,647)Repurchase of stock - 5,894 Balance at December 31, 2023448,916 102,879 Issuance of stock for various plans, net - (2,028)Repurchase of stock - 648 Balance at December 31, 2024448,916 101,499 A summary of long-term debt follows: In millions at December 31202420237.350% notes - due 2025$39 $39 7.750% notes - due 202522 22 7.200% notes - due 202658 58 6.400% notes - due 20265 5 7.150% notes - due 20277 7 6.875% notes - due 202910 10 5.000% notes - due 2035407 407 6.650% notes - due 20373 3 8.700% notes - due 203886 86 7.300% notes - due 2039453 453 6.000% notes - due 2041585 585 4.800% notes - due 2044686 686 5.150% notes - due 2046449 449 4.400% notes - due 2047647 647 4.350% notes - due 2048740 740 Floating rate notes - due 2027 - 2030 (a)308 308 Environmental and industrial development bonds - due 2025 - 2031 (b)394 419 Floating rate term loan - due 2028600 600 Total principal5,499 5,524 Capitalized leases49 55 Premiums, discounts, and debt issuance costs(39)(41)Terminated interest rate swaps51 54 Other 1 1 Total (c)5,561 5,593 Less: current maturities193 138 Long-term debt$5,368 $5,455 (a)The weighted average interest rate on these notes was 4.6% in 2024 and 5.4% in 2023.(b)The weighted average interest rate on these bonds was 2.8% in 2024 and 2.4% in 2023.(c)The fair market value was approximately $5.2 billion at December 31, 2024 and $5.5 billion at December 31, 2023. Debt fair value measurements use Level 2 inputs.At December 31, 2024, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 9 - Leases and excluding the timber monetization structures disclosed in Note 14 - Variable Interest Entities) by calendar year were as follows over the next five years: 2025 - $193 million; 2026 - $142 million; 2027 - $346 million; 2028 - $672 million; and 2029 - $18 million. A summary of long-term debt follows: In millions at December 31202420237.350% notes - due 2025$39 $39 7.750% notes - due 202522 22 7.200% notes - due 202658 58 6.400% notes - due 20265 5 7.150% notes - due 20277 7 6.875% notes - due 202910 10 5.000% notes - due 2035407 407 6.650% notes - due 20373 3 8.700% notes - due 203886 86 7.300% notes - due 2039453 453 6.000% notes - due 2041585 585 4.800% notes - due 2044686 686 5.150% notes - due 2046449 449 4.400% notes - due 2047647 647 4.350% notes - due 2048740 740 Floating rate notes - due 2027 - 2030 (a)308 308 Environmental and industrial development bonds - due 2025 - 2031 (b)394 419 Floating rate term loan - due 2028600 600 Total principal5,499 5,524 Capitalized leases49 55 Premiums, discounts, and debt issuance costs(39)(41)Terminated interest rate swaps51 54 Other 1 1 Total (c)5,561 5,593 Less: current maturities193 138 Long-term debt$5,368 $5,455 7.350% notes - due 2025 7.750% notes - due 2025 7.200% notes - due 2026 6.400% notes - due 2026 7.150% notes - due 2027 6.875% notes - due 2029 5.000% notes - due 2035 6.650% notes - due 2037 8.700% notes - due 2038 7.300% notes - due 2039 6.000% notes - due 2041 4.800% notes - due 2044 5.150% notes - due 2046 4.400% notes - due 2047 4.350% notes - due 2048 Floating rate notes - due 2027 - 2030 (a) Environmental and industrial development bonds - due 2025 - 2031 (b) Floating rate term loan - due 2028 (a)The weighted average interest rate on these notes was 4.6% in 2024 and 5.4% in 2023. The weighted average interest rate on these notes was 4.6% in 2024 and 5.4% in 2023. (b)The weighted average interest rate on these bonds was 2.8% in 2024 and 2.4% in 2023. The weighted average interest rate on these bonds was 2.8% in 2024 and 2.4% in 2023. (c)The fair market value was approximately $5.2 billion at December 31, 2024 and $5.5 billion at December 31, 2023. Debt fair value measurements use Level 2 inputs. The fair market value was approximately $5.2 billion at December 31, 2024 and $5.5 billion at December 31, 2023. Debt fair value measurements use Level 2 inputs. At December 31, 2024, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 9 - Leases and excluding the timber monetization structures disclosed in Note 14 - Variable Interest Entities) by calendar year were as follows over the next five years: 2025 - $193 million; 2026 - $142 million; 2027 - $346 million; 2028 - $672 million; and 2029 - $18 million. The Company's financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of December 31, 2024, we were in compliance with our debt covenants.NOTE 16 CAPITAL STOCKThe authorized capital stock at both December 31, 2024 and 2023, consisted of 990,850,000 shares of common stock, $1 par value; 400,000 shares of cumulative $4 preferred stock, without par value (stated value $100 per share); and 8,750,000 shares of serial preferred stock, $1 par value. The serial preferred stock is issuable in one or more series by the Board of Directors without further shareholder action.The following is a roll forward of shares of common stock for the three years ended December 31, 2024, 2023 and 2022: Common StockIn thousandsIssuedTreasuryBalance at January 1, 2022448,916 70,362 Issuance of stock for various plans, net - (1,569)Repurchase of stock - 29,839 Balance at December 31, 2022448,916 98,632 Issuance of stock for various plans, net - (1,647)Repurchase of stock - 5,894 Balance at December 31, 2023448,916 102,879 Issuance of stock for various plans, net - (2,028)Repurchase of stock - 648 Balance at December 31, 2024448,916 101,499 The Company's financial covenants require the maintenance of a minimum net worth, as defined in our debt agreements, of $9 billion and a total debt-to-capital ratio of less than 60%. Net worth is defined as the sum of common stock, paid-in capital and retained earnings, less treasury stock plus any cumulative goodwill impairment charges. The calculation also excludes accumulated other comprehensive income/loss and both the current and long-term Nonrecourse Financial Liabilities of Variable Interest Entities. The total debt-to-capital ratio is defined as total debt divided by the sum of total debt plus net worth. As of December 31, 2024, we were in compliance with our debt covenants. --- ## Modified: IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILL **Key changes:** - Added sentence: "47 47 47 Table of Contents Table of Contents We perform an annual goodwill impairment as of October 1." - Added sentence: "Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations." - Added sentence: "A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value." - Added sentence: "The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets." - Added sentence: "ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test." **Prior (2024):** Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. An impairment of a long-lived asset exists when the asset's carrying amount exceeds its fair value. We perform an annual goodwill impairment as of October 1. Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value. The North America Industrial Packaging reporting unit is the Company's only reporting unit with goodwill. As of October 1, 2023, we performed our annual goodwill impairment test for this reporting unit through a quantitative goodwill impairment test. For the 2023 quantitative assessment, the estimated fair value of 41 41 41 Table of Contents Table of Contents the reporting unit was calculated using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. The results of our quantitative goodwill impairment test indicated that the carrying amount did not exceed the estimated fair value of the North America Industrial Packaging reporting unit.PENSION BENEFIT OBLIGATIONSThe calculation of the pension benefit obligation and corresponding expense amounts are determined annually, with involvement of International Paper's consulting actuary, and are dependent upon various assumptions including the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates.The calculations of pension benefit obligations and expense require decisions about a number of key assumptions that can significantly affect liability and expense amounts, including the expected long-term rate of return on plan assets and the discount rate used to calculate plan liabilities.Benefit obligations and fair values of plan assets as of December 31, 2023, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S. qualified pension$8,718 $8,836 U.S. nonqualified pension264 - Non-U.S. pension58 20 The table below shows the discount rate used by International Paper to calculate U.S. pension obligations for the years shown:202320222021Discount rate5.10 %5.40 %2.90 %International Paper determines these actuarial assumptions, after consultation with our actuaries, on December 31 each year or more frequently if required, to calculate liability information as of that date and pension expense for the following year. The expected long-term rate of return on plan assets is based on projected rates of return for current asset classes in the plan's investment portfolio. The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds.The expected long-term rate of return on U.S. pension plan assets used to determine net periodic cost for the year ended December 31, 2023 was 6.50%.Increasing the expected long-term rate of return on U.S. plan assets by an additional 0.25% would decrease 2024 pension expense by approximately $21 million, while a (decrease) increase of 0.25% in the discount rate would (increase) decrease pension expense by approximately $12 million.Actual rates of return earned on U.S. pension plan assets for each of the last 10 years were: YearReturnYearReturn20237.3 %2018(3.0)%2022(22.0)%201719.3 %20217.7 %20167.1 %202024.7 %20151.3 %201923.9 %20146.4 %ASC 715, "Compensation - Retirement Benefits," provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets, and other assumption changes. These net gains and losses are recognized in pension expense prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains and losses in subsequent years. Net periodic pension plan expenses, calculated for all of International Paper's plans, were as follows: In millions20232022202120202019Pension (income) expenseU.S. plans$94 $(116)$(112)$32 $93 Non-U.S. plans5 5 4 5 6 Net (income) expense$99 $(111)$(108)$37 $99 The increase in 2023 pension expense primarily reflects higher interest cost and lower expected return on assets, offset by lower service cost. Assuming that discount rates, expected long-term returns on plan assets and rates of future compensation increases remain the same as of the reporting unit was calculated using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. The results of our quantitative goodwill impairment test indicated that the carrying amount did not exceed the estimated fair value of the North America Industrial Packaging reporting unit.PENSION BENEFIT OBLIGATIONSThe calculation of the pension benefit obligation and corresponding expense amounts are determined annually, with involvement of International Paper's consulting actuary, and are dependent upon various assumptions including the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates.The calculations of pension benefit obligations and expense require decisions about a number of key assumptions that can significantly affect liability and expense amounts, including the expected long-term rate of return on plan assets and the discount rate used to calculate plan liabilities.Benefit obligations and fair values of plan assets as of December 31, 2023, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S. qualified pension$8,718 $8,836 U.S. nonqualified pension264 - Non-U.S. pension58 20 The table below shows the discount rate used by International Paper to calculate U.S. pension obligations for the years shown:202320222021Discount rate5.10 %5.40 %2.90 %International Paper determines these actuarial assumptions, after consultation with our actuaries, on December 31 each year or more frequently if required, to calculate liability information as of that date and pension expense for the following year. The expected long-term rate of return on plan assets is the reporting unit was calculated using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. The results of our quantitative goodwill impairment test indicated that the carrying amount did not exceed the estimated fair value of the North America Industrial Packaging reporting unit. **Current (2025):** Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. An impairment of a long-lived asset exists when the asset's carrying amount exceeds its fair value. 47 47 47 Table of Contents Table of Contents We perform an annual goodwill impairment as of October 1. Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value. The North America Industrial Packaging reporting unit is the Company's only reporting unit with goodwill. As of October 1, 2024, we performed our annual goodwill impairment test for this reporting unit through a quantitative goodwill impairment test. For the 2024 quantitative assessment, the estimated fair value of the reporting unit was calculated using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions including forecasts of revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. The results of our quantitative goodwill impairment test indicated that the carrying amount did not exceed the estimated fair value of the North America Industrial Packaging reporting unit.PENSION BENEFIT OBLIGATIONSThe calculation of the pension benefit obligation and corresponding expense amounts are determined annually, with involvement of International Paper's consulting actuary, and are dependent upon various assumptions including the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates.The calculations of pension benefit obligations and expense require decisions about a number of key assumptions that can significantly affect liability and expense amounts, including the expected long-term rate of return on plan assets and the discount rate used to calculate plan liabilities.Benefit obligations and fair values of plan assets as of December 31, 2024, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S. qualified pension$8,096 $8,189 U.S. nonqualified pension248 - Non-U.S. pension56 20 The table below shows the discount rate used by International Paper to calculate U.S. pension obligations for the years shown:202420232022Discount rate5.68 %5.10 %5.40 %International Paper determines the actuarial assumptions to calculate liability information as of December 31 each year or more frequently if required and pension expense for the following year. International Paper consults with our third-party actuary in determining these actuarial assumptions. The expected long-term rate of return on plan assets is based on projected rates of return for current asset classes in the plan's investment portfolio. The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds.The expected long-term rate of return on U.S. pension plan assets used to determine net periodic cost for the year ended December 31, 2024 was 7.00%. We perform an annual goodwill impairment as of October 1. Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value. The North America Industrial Packaging reporting unit is the Company's only reporting unit with goodwill. As of October 1, 2024, we performed our annual goodwill impairment test for this reporting unit through a quantitative goodwill impairment test. For the 2024 quantitative assessment, the estimated fair value of the reporting unit was calculated using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions including forecasts of revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. The results of our quantitative goodwill impairment test indicated that the carrying amount did not exceed the estimated fair value of the North America Industrial Packaging reporting unit. We perform an annual goodwill impairment as of October 1. Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value. The North America Industrial Packaging reporting unit is the Company's only reporting unit with goodwill. As of October 1, 2024, we performed our annual goodwill impairment test for this reporting unit through a quantitative goodwill impairment test. For the 2024 quantitative assessment, the estimated fair value of the reporting unit was calculated using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions including forecasts of revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. The results of our quantitative goodwill impairment test indicated that the carrying amount did not exceed the estimated fair value of the North America Industrial Packaging reporting unit. PENSION BENEFIT OBLIGATIONSThe calculation of the pension benefit obligation and corresponding expense amounts are determined annually, with involvement of International Paper's consulting actuary, and are dependent upon various assumptions including the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates.The calculations of pension benefit obligations and expense require decisions about a number of key assumptions that can significantly affect liability and expense amounts, including the expected long-term rate of return on plan assets and the discount rate used to calculate plan liabilities.Benefit obligations and fair values of plan assets as of December 31, 2024, for International Paper's pension plan were as follows: In millionsBenefitObligationFair Value ofPlan AssetsU.S. qualified pension$8,096 $8,189 U.S. nonqualified pension248 - Non-U.S. pension56 20 The table below shows the discount rate used by International Paper to calculate U.S. pension obligations for the years shown:202420232022Discount rate5.68 %5.10 %5.40 %International Paper determines the actuarial assumptions to calculate liability information as of December 31 each year or more frequently if required and pension expense for the following year. International Paper consults with our third-party actuary in determining these actuarial assumptions. The expected long-term rate of return on plan assets is based on projected rates of return for current asset classes in the plan's investment portfolio. The discount rate assumption was determined based on a hypothetical settlement portfolio selected from a universe of high-quality corporate bonds.The expected long-term rate of return on U.S. pension plan assets used to determine net periodic cost for the year ended December 31, 2024 was 7.00%. --- ## Modified: CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) **Key changes:** - Reworded sentence: "In millions for the years ended December 31202420232022NET EARNINGS (LOSS)$557 $288 $1,504 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXAmortization of pension and postretirement prior service costs and net loss:U.S." - Reworded sentence: "plans (less tax of $(33), $(56) and $(109)) Non-U.S." **Prior (2024):** In millions for the years ended December 31202320222021NET EARNINGS (LOSS)$288 $1,504 $1,754 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXAmortization of pension and postretirement prior service costs and net loss:U.S. plans (less tax of $29, $28 and $41)87 85 124 Non-U.S. plans (less tax of $0, $0 and $0)(1)1 1 Pension and postretirement liability adjustments:U.S. plans (less tax of $(56), $(109) and $235)(170)(327)706 Non-U.S. plans (less tax of $0, $1 and $1)3 8 7 Change in cumulative foreign currency translation adjustment (less tax of $0, $0 and $0)441 (28)69 Net gains/losses on cash flow hedging derivatives (less tax of $0, $1 and $(1)) - 2 (6)TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX360 (259)901 Comprehensive Income (Loss)648 1,245 2,655 Net (Earnings) Loss Attributable to Noncontrolling Interests - - (2)Other Comprehensive (Income) Loss Attributable to Noncontrolling Interests - - 2 COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY$648 $1,245 $2,655 U.S. plans (less tax of $29, $28 and $41) Non-U.S. plans (less tax of $0, $0 and $0) U.S. plans (less tax of $(56), $(109) and $235) Non-U.S. plans (less tax of $0, $1 and $1) Change in cumulative foreign currency translation adjustment (less tax of $0, $0 and $0) Net gains/losses on cash flow hedging derivatives (less tax of $0, $1 and $(1)) The accompanying notes are an integral part of these financial statements. 52 52 52 Table of Contents Table of Contents **Current (2025):** In millions for the years ended December 31202420232022NET EARNINGS (LOSS)$557 $288 $1,504 OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXAmortization of pension and postretirement prior service costs and net loss:U.S. plans (less tax of $22, $29 and $28)69 87 85 Non-U.S. plans (less tax of $0, $0 and $0) - (1)1 Pension and postretirement liability adjustments:U.S. plans (less tax of $(33), $(56) and $(109))(102)(170)(327)Non-U.S. plans (less tax of $1, $0 and $1)(3)3 8 Change in cumulative foreign currency translation adjustment (less tax of $0, $0 and $0)(121)441 (28)Net gains/losses on cash flow hedging derivatives (less tax of $0, $0 and $1) - - 2 TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX(157)360 (259)COMPREHENSIVE INCOME (LOSS)400 648 1,245 U.S. plans (less tax of $22, $29 and $28) Non-U.S. plans (less tax of $0, $0 and $0) U.S. plans (less tax of $(33), $(56) and $(109)) Non-U.S. plans (less tax of $1, $0 and $1) Change in cumulative foreign currency translation adjustment (less tax of $0, $0 and $0) Net gains/losses on cash flow hedging derivatives (less tax of $0, $0 and $1) The accompanying notes are an integral part of these financial statements. 59 59 59 Table of Contents Table of Contents --- ## Modified: OBLIGATIONS AND FUNDED STATUS **Key changes:** - Reworded sentence: "The following table shows the changes in the benefit obligation and plan assets for 2024 and 2023 and the plans' funded status." - Reworded sentence: "The largest contributor to the actuarial loss affecting the benefit obligation was the increase in the discount rate from 5.10% at December 31, 2023 to 5.68% at December 31, 2024." - Reworded sentence: "plans was $11 million, $2 million, and $(6) million in 2024, 2023 and 2022, respectively." - Reworded sentence: "defined benefit plans comprised the following: 202420232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$53 $3 $48 $4 $85 $3 Interest cost447 3 459 3 338 2 Expected return on plan assets(593) - (530)(1)(649)(1)Actuarial loss (gain)78 - 93 (1)87 1 Amortization of prior service cost13 - 23 - 23 - Special termination benefits3 - 1 - - - Net periodic pension (income) expense$1 $6 $94 $5 $(116)$5 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations." - Reworded sentence: "plans was $11 million, $2 million, and $(6) million in 2024, 2023 and 2022, respectively." **Prior (2024):** The following table shows the changes in the benefit obligation and plan assets for 2023 and 2022 and the plans' funded status. 20232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansChange in projected benefit obligation:Benefit obligation, January 1$8,816 $54 $11,833 $65 Service cost48 4 85 3 Interest cost459 3 338 2 Actuarial loss (gain)225 (3)(2,863)(11)Plan amendments26 - 16 - Benefits paid(593)(3)(593)(2)Special termination benefits1 - - - Effect of foreign currency exchange rate movements - 3 - (3)Benefit obligation, December 31$8,982 $58 $8,816 $54 Change in plan assets:Fair value of plan assets, January 1$8,845 $18 $12,075 $19 Actual return on plan assets562 1 (2,666) - Company contributions22 3 29 2 Benefits paid(593)(3)(593)(2)Effect of foreign currency exchange rate movements - 1 - (1)Fair value of plan assets, December 31$8,836 $20 $8,845 $18 Funded status, December 31$(146)$(38)$29 $(36)Amounts recognized in the consolidated balance sheet:Overfunded pension plan assets$118 $ - $297 $ - Underfunded pension benefit obligation - current(20)(2)(22)(2)Underfunded pension benefit obligation - non-current(244)(36)(246)(34) $(146)$(38)$29 $(36)Amounts recognized in accumulated other comprehensive income (loss) under ASC 715 (pre-tax):Prior service cost (credit)$91 $ - $89 $ - Net actuarial loss (gain)1,663 (10)1,563 (7) $1,754 $(10)$1,652 $(7)The non-current asset for the qualified plan is included in the accompanying consolidated balance sheet under Overfunded Pension Plan Assets. The non-current portion of the liability is included with the pension liability under Underfunded Pension Benefit Obligation. 20232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansChange in projected benefit obligation:Benefit obligation, January 1$8,816 $54 $11,833 $65 Service cost48 4 85 3 Interest cost459 3 338 2 Actuarial loss (gain)225 (3)(2,863)(11)Plan amendments26 - 16 - Benefits paid(593)(3)(593)(2)Special termination benefits1 - - - Effect of foreign currency exchange rate movements - 3 - (3)Benefit obligation, December 31$8,982 $58 $8,816 $54 Change in plan assets:Fair value of plan assets, January 1$8,845 $18 $12,075 $19 Actual return on plan assets562 1 (2,666) - Company contributions22 3 29 2 Benefits paid(593)(3)(593)(2)Effect of foreign currency exchange rate movements - 1 - (1)Fair value of plan assets, December 31$8,836 $20 $8,845 $18 Funded status, December 31$(146)$(38)$29 $(36)Amounts recognized in the consolidated balance sheet:Overfunded pension plan assets$118 $ - $297 $ - Underfunded pension benefit obligation - current(20)(2)(22)(2)Underfunded pension benefit obligation - non-current(244)(36)(246)(34) $(146)$(38)$29 $(36) Amounts recognized in accumulated other comprehensive income (loss) under ASC 715 (pre-tax):Prior service cost (credit)$91 $ - $89 $ - Net actuarial loss (gain)1,663 (10)1,563 (7) $1,754 $(10)$1,652 $(7) The non-current asset for the qualified plan is included in the accompanying consolidated balance sheet under Overfunded Pension Plan Assets. The non-current portion of the liability is included with the pension liability under Underfunded Pension Benefit Obligation. 82 82 82 Table of Contents Table of Contents The largest contributor to the actuarial loss affecting the benefit obligation was the decrease in the discount rate from 5.40% at December 31, 2022 to 5.10% at December 31, 2023. The components of the $102 million and $(3) million related to U.S. plans and non-U.S. plans, respectively, in the amounts recognized in OCI during 2023 consisted of: In millionsU.S.PlansNon-U.S.PlansCurrent year actuarial (gain) loss$192 $(3)Amortization of actuarial loss(93)1 Current year prior service cost26 - Amortization of prior service cost(23) - Effect of foreign currency exchange rate movements - (1) $102 $(3)The portion of the change in the funded status that was recognized in net periodic benefit cost and OCI for the U.S. plans was $197 million, $474 million and $(1.0) billion in 2023, 2022 and 2021, respectively. The portion of the change in funded status for the non-U.S. plans was $2 million, $(6) million, and $(73) million in 2023, 2022 and 2021, respectively. The accumulated benefit obligation at December 31, 2023 and 2022 was $9.0 billion and $8.8 billion, respectively, for our U.S. defined benefit plans and $49 million and $46 million, respectively, at December 31, 2023 and 2022 for our non-U.S. defined benefit plans.The following table summarizes information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2023 and 2022: 20232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansProjected benefit obligation$264 $57 $268 $54 Accumulated benefit obligation264 49 268 45 Fair value of plan assets - 20 - 18 ASC 715, "Compensation - Retirement Benefits" provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets and other assumption changes. These net gains and losses are recognized prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains in subsequent years. NET PERIODIC PENSION EXPENSEService cost is the actuarial present value of benefits attributed by the plans' benefit formula to services rendered by employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return.Net periodic pension expense for qualified and nonqualified U.S. and non-U.S. defined benefit plans comprised the following: 202320222021In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$48 $4 $85 $3 $100 $5 Interest cost459 3 338 2 333 4 Expected return on plan assets(530)(1)(649)(1)(705)(7)Actuarial loss (gain)93 (1)87 1 138 2 Amortization of prior service cost23 - 23 - 22 - Special termination benefits1 - - - - - Net periodic pension (income) expense$94 $5 $(116)$5 $(112)$4 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations except for $(3) million related to Sylvamo participants in 2021 recorded in Discontinued Operations.The increase in 2023 pension expense primarily reflects lower asset returns, higher interest cost due to a higher discount rate, higher actuarial loss, and lower service cost. The largest contributor to the actuarial loss affecting the benefit obligation was the decrease in the discount rate from 5.40% at December 31, 2022 to 5.10% at December 31, 2023. The components of the $102 million and $(3) million related to U.S. plans and non-U.S. plans, respectively, in the amounts recognized in OCI during 2023 consisted of: In millionsU.S.PlansNon-U.S.PlansCurrent year actuarial (gain) loss$192 $(3)Amortization of actuarial loss(93)1 Current year prior service cost26 - Amortization of prior service cost(23) - Effect of foreign currency exchange rate movements - (1) $102 $(3)The portion of the change in the funded status that was recognized in net periodic benefit cost and OCI for the U.S. plans was $197 million, $474 million and $(1.0) billion in 2023, 2022 and 2021, respectively. The portion of the change in funded status for the non-U.S. plans was $2 million, $(6) million, and $(73) million in 2023, 2022 and 2021, respectively. The accumulated benefit obligation at December 31, 2023 and 2022 was $9.0 billion and $8.8 billion, respectively, for our U.S. defined benefit plans and $49 million and $46 million, respectively, at December 31, 2023 and 2022 for our non-U.S. defined benefit plans.The following table summarizes information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2023 and 2022: 20232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansProjected benefit obligation$264 $57 $268 $54 Accumulated benefit obligation264 49 268 45 Fair value of plan assets - 20 - 18 ASC 715, "Compensation - Retirement Benefits" provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan The largest contributor to the actuarial loss affecting the benefit obligation was the decrease in the discount rate from 5.40% at December 31, 2022 to 5.10% at December 31, 2023. The components of the $102 million and $(3) million related to U.S. plans and non-U.S. plans, respectively, in the amounts recognized in OCI during 2023 consisted of: In millionsU.S.PlansNon-U.S.PlansCurrent year actuarial (gain) loss$192 $(3)Amortization of actuarial loss(93)1 Current year prior service cost26 - Amortization of prior service cost(23) - Effect of foreign currency exchange rate movements - (1) $102 $(3) The portion of the change in the funded status that was recognized in net periodic benefit cost and OCI for the U.S. plans was $197 million, $474 million and $(1.0) billion in 2023, 2022 and 2021, respectively. The portion of the change in funded status for the non-U.S. plans was $2 million, $(6) million, and $(73) million in 2023, 2022 and 2021, respectively. The accumulated benefit obligation at December 31, 2023 and 2022 was $9.0 billion and $8.8 billion, respectively, for our U.S. defined benefit plans and $49 million and $46 million, respectively, at December 31, 2023 and 2022 for our non-U.S. defined benefit plans. The following table summarizes information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2023 and 2022: 20232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansProjected benefit obligation$264 $57 $268 $54 Accumulated benefit obligation264 49 268 45 Fair value of plan assets - 20 - 18 ASC 715, "Compensation - Retirement Benefits" provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets and other assumption changes. These net gains and losses are recognized prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains in subsequent years. NET PERIODIC PENSION EXPENSEService cost is the actuarial present value of benefits attributed by the plans' benefit formula to services rendered by employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return.Net periodic pension expense for qualified and nonqualified U.S. and non-U.S. defined benefit plans comprised the following: 202320222021In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$48 $4 $85 $3 $100 $5 Interest cost459 3 338 2 333 4 Expected return on plan assets(530)(1)(649)(1)(705)(7)Actuarial loss (gain)93 (1)87 1 138 2 Amortization of prior service cost23 - 23 - 22 - Special termination benefits1 - - - - - Net periodic pension (income) expense$94 $5 $(116)$5 $(112)$4 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations except for $(3) million related to Sylvamo participants in 2021 recorded in Discontinued Operations.The increase in 2023 pension expense primarily reflects lower asset returns, higher interest cost due to a higher discount rate, higher actuarial loss, and lower service cost. assets and other assumption changes. These net gains and losses are recognized prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains in subsequent years. **Current (2025):** The following table shows the changes in the benefit obligation and plan assets for 2024 and 2023 and the plans' funded status. 20242023In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansChange in projected benefit obligation:Benefit obligation, January 1$8,982 $58 $8,816 $54 Service cost53 3 48 4 Interest cost447 3 459 3 Actuarial loss (gain)(547)5 225 (3)Plan amendments16 - 26 - Curtailments - (4) - - Settlements - (2) - - Benefits paid(609)(3)(593)(3)Special termination benefits3 - 1 - Effect of foreign currency exchange rate movements - (4) - 3 Benefit obligation, December 31$8,345 $56 $8,982 $58 Change in plan assets:Fair value of plan assets, January 1$8,836 $20 $8,845 $18 Actual return on plan assets(57)1 562 1 Company contributions23 4 22 3 Benefits paid(609)(2)(593)(3)Settlements - (2) - - Transfer Payments(4) - - - Effect of foreign currency exchange rate movements - (1) - 1 Fair value of plan assets, December 31$8,189 $20 $8,836 $20 Funded status, December 31$(156)$(36)$(146)$(38)Amounts recognized in the consolidated balance sheet:Overfunded pension plan assets$92 $ - $118 $ - Underfunded pension benefit obligation - current(49)(2)(20)(2)Underfunded pension benefit obligation - non-current(199)(34)(244)(36) $(156)$(36)$(146)$(38)Amounts recognized in accumulated other comprehensive income (loss) under ASC 715 (pre-tax):Prior service cost (credit)$94 $ - $91 $ - Net actuarial loss (gain)1,691 (5)1,663 (10) $1,785 $(5)$1,754 $(10) 20242023In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansChange in projected benefit obligation:Benefit obligation, January 1$8,982 $58 $8,816 $54 Service cost53 3 48 4 Interest cost447 3 459 3 Actuarial loss (gain)(547)5 225 (3)Plan amendments16 - 26 - Curtailments - (4) - - Settlements - (2) - - Benefits paid(609)(3)(593)(3)Special termination benefits3 - 1 - Effect of foreign currency exchange rate movements - (4) - 3 Benefit obligation, December 31$8,345 $56 $8,982 $58 Change in plan assets:Fair value of plan assets, January 1$8,836 $20 $8,845 $18 Actual return on plan assets(57)1 562 1 Company contributions23 4 22 3 Benefits paid(609)(2)(593)(3)Settlements - (2) - - Transfer Payments(4) - - - Effect of foreign currency exchange rate movements - (1) - 1 Fair value of plan assets, December 31$8,189 $20 $8,836 $20 Funded status, December 31$(156)$(36)$(146)$(38)Amounts recognized in the consolidated balance sheet:Overfunded pension plan assets$92 $ - $118 $ - Underfunded pension benefit obligation - current(49)(2)(20)(2)Underfunded pension benefit obligation - non-current(199)(34)(244)(36) $(156)$(36)$(146)$(38) Amounts recognized in accumulated other comprehensive income (loss) under ASC 715 (pre-tax):Prior service cost (credit)$94 $ - $91 $ - Net actuarial loss (gain)1,691 (5)1,663 (10) $1,785 $(5)$1,754 $(10) 86 86 86 Table of Contents Table of Contents The non-current asset for the qualified plan is included in the accompanying consolidated balance sheet under Overfunded Pension Plan Assets. The non-current portion of the liability is included with the pension liability under Underfunded Pension Benefit Obligation. The largest contributor to the actuarial loss affecting the benefit obligation was the increase in the discount rate from 5.10% at December 31, 2023 to 5.68% at December 31, 2024. The components of the $31 million and $5 million related to U.S. plans and non-U.S. plans, respectively, in the amounts recognized in other comprehensive income ("OCI") during 2024 consisted of: In millionsU.S.PlansNon-U.S.PlansCurrent year actuarial (gain) loss$106 $ - Amortization of actuarial loss(78) - Current year prior service cost16 - Amortization of prior service cost(13) - Settlements/curtailments - 4 Effect of foreign currency exchange rate movements - 1 $31 $5 The portion of the change in the funded status that was recognized in net periodic benefit cost and OCI for the U.S. plans was $32 million, $197 million and $474 million in 2024, 2023 and 2022, respectively. The portion of the change in funded status for the non-U.S. plans was $11 million, $2 million, and $(6) million in 2024, 2023 and 2022, respectively. The accumulated benefit obligation at December 31, 2024 and 2023 was $8.3 billion and $9.0 billion, respectively, for our U.S. defined benefit plans and $46 million and $49 million, respectively, at December 31, 2024 and 2023 for our non-U.S. defined benefit plans.The following table summarizes information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2024 and 2023: 20242023In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansProjected benefit obligation$248 $55 $264 $57 Accumulated benefit obligation248 46 264 49 Fair value of plan assets - 20 - 20 ASC 715, "Compensation - Retirement Benefits" provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets and other assumption changes. These net gains and losses are recognized prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains in subsequent years. NET PERIODIC PENSION EXPENSEService cost is the actuarial present value of benefits attributed by the plans' benefit formula to services rendered by employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return.Net periodic pension expense for qualified and nonqualified U.S. and non-U.S. defined benefit plans comprised the following: 202420232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$53 $3 $48 $4 $85 $3 Interest cost447 3 459 3 338 2 Expected return on plan assets(593) - (530)(1)(649)(1)Actuarial loss (gain)78 - 93 (1)87 1 Amortization of prior service cost13 - 23 - 23 - Special termination benefits3 - 1 - - - Net periodic pension (income) expense$1 $6 $94 $5 $(116)$5 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations. The decrease in 2024 pension expense primarily reflects higher asset returns, lower interest cost due to a lower discount rate, and lower actuarial loss. The non-current asset for the qualified plan is included in the accompanying consolidated balance sheet under Overfunded Pension Plan Assets. The non-current portion of the liability is included with the pension liability under Underfunded Pension Benefit Obligation. The largest contributor to the actuarial loss affecting the benefit obligation was the increase in the discount rate from 5.10% at December 31, 2023 to 5.68% at December 31, 2024. The components of the $31 million and $5 million related to U.S. plans and non-U.S. plans, respectively, in the amounts recognized in other comprehensive income ("OCI") during 2024 consisted of: In millionsU.S.PlansNon-U.S.PlansCurrent year actuarial (gain) loss$106 $ - Amortization of actuarial loss(78) - Current year prior service cost16 - Amortization of prior service cost(13) - Settlements/curtailments - 4 Effect of foreign currency exchange rate movements - 1 $31 $5 The portion of the change in the funded status that was recognized in net periodic benefit cost and OCI for the U.S. plans was $32 million, $197 million and $474 million in 2024, 2023 and 2022, respectively. The portion of the change in funded status for the non-U.S. plans was $11 million, $2 million, and $(6) million in 2024, 2023 and 2022, respectively. The accumulated benefit obligation at December 31, 2024 and 2023 was $8.3 billion and $9.0 billion, respectively, for our U.S. defined benefit plans and $46 million and $49 million, respectively, at December 31, 2024 and 2023 for our non-U.S. defined benefit plans.The following table summarizes information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2024 and 2023: 20242023In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansProjected benefit obligation$248 $55 $264 $57 Accumulated benefit obligation248 46 264 49 Fair value of plan assets - 20 - 20 The non-current asset for the qualified plan is included in the accompanying consolidated balance sheet under Overfunded Pension Plan Assets. The non-current portion of the liability is included with the pension liability under Underfunded Pension Benefit Obligation. The largest contributor to the actuarial loss affecting the benefit obligation was the increase in the discount rate from 5.10% at December 31, 2023 to 5.68% at December 31, 2024. The components of the $31 million and $5 million related to U.S. plans and non-U.S. plans, respectively, in the amounts recognized in other comprehensive income ("OCI") during 2024 consisted of: In millionsU.S.PlansNon-U.S.PlansCurrent year actuarial (gain) loss$106 $ - Amortization of actuarial loss(78) - Current year prior service cost16 - Amortization of prior service cost(13) - Settlements/curtailments - 4 Effect of foreign currency exchange rate movements - 1 $31 $5 The portion of the change in the funded status that was recognized in net periodic benefit cost and OCI for the U.S. plans was $32 million, $197 million and $474 million in 2024, 2023 and 2022, respectively. The portion of the change in funded status for the non-U.S. plans was $11 million, $2 million, and $(6) million in 2024, 2023 and 2022, respectively. The accumulated benefit obligation at December 31, 2024 and 2023 was $8.3 billion and $9.0 billion, respectively, for our U.S. defined benefit plans and $46 million and $49 million, respectively, at December 31, 2024 and 2023 for our non-U.S. defined benefit plans. The following table summarizes information for pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2024 and 2023: 20242023In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansProjected benefit obligation$248 $55 $264 $57 Accumulated benefit obligation248 46 264 49 Fair value of plan assets - 20 - 20 ASC 715, "Compensation - Retirement Benefits" provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets and other assumption changes. These net gains and losses are recognized prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains in subsequent years. NET PERIODIC PENSION EXPENSEService cost is the actuarial present value of benefits attributed by the plans' benefit formula to services rendered by employees during the year. Interest cost represents the increase in the projected benefit obligation, which is a discounted amount, due to the passage of time. The expected return on plan assets reflects the computed amount of current-year earnings from the investment of plan assets using an estimated long-term rate of return.Net periodic pension expense for qualified and nonqualified U.S. and non-U.S. defined benefit plans comprised the following: 202420232022In millionsU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansU.S.PlansNon-U.S.PlansService cost$53 $3 $48 $4 $85 $3 Interest cost447 3 459 3 338 2 Expected return on plan assets(593) - (530)(1)(649)(1)Actuarial loss (gain)78 - 93 (1)87 1 Amortization of prior service cost13 - 23 - 23 - Special termination benefits3 - 1 - - - Net periodic pension (income) expense$1 $6 $94 $5 $(116)$5 The components of net periodic pension expense other than the Service cost component are included in Non-operating pension (income) expense in the Consolidated Statement of Operations. The decrease in 2024 pension expense primarily reflects higher asset returns, lower interest cost due to a lower discount rate, and lower actuarial loss. ASC 715, "Compensation - Retirement Benefits" provides for delayed recognition of actuarial gains and losses, including amounts arising from changes in the estimated projected plan benefit obligation due to changes in the assumed discount rate, differences between the actual and expected return on plan assets and other assumption changes. These net gains and losses are recognized prospectively over a period that approximates the average remaining service period of active employees expected to receive benefits under the plans to the extent that they are not offset by gains in subsequent years. --- ## Modified: FINANCING ACTIVITIES **Key changes:** - Reworded sentence: "Financing activities during 2024 included debt issuances of $102 million and reductions of $141 million for a net decrease of $39 million." - Reworded sentence: "The Company paid cash dividends totaling $642 million during 2023.Interest Rate SwapsOur policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt." - Reworded sentence: "The Company had no outstanding interest rate swaps for the years ended December 31, 2024 and 2023.Variable Interest EntitiesInformation concerning variable interest entities is set forth in Note 14 Variable Interest Entities on pages 83 and 84 of Item 8." - Reworded sentence: "Under this agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S." - Removed sentence: "Other financing activities during 2022 included the net issuance of approximately 1.6 million shares of treasury stock." **Prior (2024):** Financing activities during 2023 included debt issuances of $783 million and reductions of $780 million for a net increase of $3 million. Financing activities during 2022 included debt issuances of $1.0 billion and reductions of $1.0 billion. There were no early debt extinguishment amounts during the year ended December 31, 2023. Amounts related to early debt extinguishment during the year ended December 31, 2022 are below: In millions2022Early debt reductions (a)$503 Pre-tax early debt extinguishment costs (b)93 (a)Reductions related to notes with interest rates ranging from 3.00% to 8.70% with original maturities from 2021 to 2048 for the year ended December 31, 2022. (b)Amounts are included in Restructuring and other charges in the accompanying consolidated statements of operations. Other financing activities during 2023 included the net issuance of approximately 1.6 million shares of treasury stock. Repurchases of common stock and payments of restricted stock withholding taxes totaled $218 million, including $197 million related to shares repurchased under the Company's share repurchase program. Through December 31, 2023, the Company has repurchased 119.8 million shares at an average price of $46.23, for a total of approximately $5.5 billion, since the repurchase program began in September 2013. The Company paid cash dividends totaling $642 million during 2023.Other financing activities during 2022 included the net issuance of approximately 1.6 million shares of treasury stock. In 2022, repurchases of common stock and payments of restricted stock withholding taxes totaled $1.3 billion, including $1.3 billion related to shares repurchased under the Company's share repurchase program. The Company paid cash dividends totaling $673 million during 2022.Interest Rate SwapsOur policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt. To manage this risk, International Paper utilizes interest rate swaps to change the mix of fixed and variable rate debt. During 2020, International Paper terminated its interest rate swaps with a notional amount of $700 million and maturities ranging from 2024 to 2026 with an approximate fair value of $85 million. Subsequent to the termination of the interest rate swaps, the fair value basis adjustment is amortized to earnings as interest income over the same period as a debt premium on the previously hedged debt. The Company had no outstanding interest rate swaps for the years ended December 31, 2023 and 2022.Variable Interest EntitiesInformation concerning variable interest entities is set forth in Note 15 Variable Interest Entities on pages 78 through 80 of Item 8. Financial Statements and Supplementary Data. In connection with the 2006 International Paper installment sale of forestlands, we received $4.8 billion of installment notes. These installment notes were used by variable interest entities as collateral for borrowings from third-party lenders. These variable interest entities were restructured in 2015 (the "2015 Financing Entities") when the installment notes and third-party loans were extended. The 2015 Financing Entities held installment notes of $4.8 billion and third-party loans of $4.2 billion which both matured in August 2021. We settled the third-party loans at their maturity with the proceeds from the installment notes. This resulted in cash proceeds of approximately $630 million representing our equity in the 2015 Financing Entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021. On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the 2015 Financing Entities timber monetization restructuring tax matter. Under this has repurchased 119.8 million shares at an average price of $46.23, for a total of approximately $5.5 billion, since the repurchase program began in September 2013. The Company paid cash dividends totaling $642 million during 2023. Other financing activities during 2022 included the net issuance of approximately 1.6 million shares of treasury stock. In 2022, repurchases of common stock and payments of restricted stock withholding taxes totaled $1.3 billion, including $1.3 billion related to shares repurchased under the Company's share repurchase program. The Company paid cash dividends totaling $673 million during 2022. **Current (2025):** Financing activities during 2024 included debt issuances of $102 million and reductions of $141 million for a net decrease of $39 million. Financing activities during 2023 included debt issuances of $783 million and reductions of $780 million. 44 44 44 Table of Contents Table of Contents There were no early debt extinguishments during the years ended December 31, 2024 and December 31, 2023. Other financing activities during 2024 included the net issuance of approximately 2.0 million shares of treasury stock, while repurchases of common stock and payments of restricted stock withholding taxes totaled $23 million. During the year ended December 31, 2024, the Company did not repurchase any shares of common stock under our share repurchase program. Through December 31, 2024, the Company had repurchased 119.8 million shares at an average price of $46.23, for a total of approximately $5.5 billion, since the repurchase program began in September 2013. The Company paid cash dividends totaling $643 million during 2024.Other financing activities during 2023 included the net issuance of approximately 1.6 million shares of treasury stock. Repurchases of common stock and payments of restricted stock withholding taxes totaled $218 million, including $197 million related to shares repurchased under the Company's share repurchase program. The Company paid cash dividends totaling $642 million during 2023.Interest Rate SwapsOur policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt. To manage this risk, International Paper utilizes interest rate swaps to change the mix of fixed and variable rate debt. During 2020, International Paper terminated its interest rate swaps with a notional amount of $700 million and maturities ranging from 2024 to 2026 with an approximate fair value of $85 million. Subsequent to the termination of the interest rate swaps, the fair value basis adjustment is amortized to earnings as interest income over the same period as a debt premium on the previously hedged debt. The Company had no outstanding interest rate swaps for the years ended December 31, 2024 and 2023.Variable Interest EntitiesInformation concerning variable interest entities is set forth in Note 14 Variable Interest Entities on pages 83 and 84 of Item 8. Financial Statements and Supplementary Data. In connection with the 2006 International Paper installment sale of forestlands, we received $4.8 billion of installment notes. These installment notes were used by variable interest entities as collateral for borrowings from third-party lenders. These variable interest entities were restructured in 2015 (the "2015 Financing Entities") when the installment notes and third-party loans were extended. The 2015 Financing Entities held installment notes of $4.8 billion and third-party loans of $4.2 billion which both matured in August 2021. We settled the third-party loans at their maturity with the proceeds from the installment notes. This resulted in cash proceeds of approximately $630 million representing our equity in the 2015 Financing Entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021. On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the 2015 Financing Entities timber monetization restructuring tax matter. Under this agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest was charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of December 31, 2023, $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal of the Company's remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the third quarter of 2022. LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2025We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation. These include maintaining a strong balance sheet and investment grade credit rating, and creating value with a continued focus on cost reduction and making organic investments to maintain our world-class system and strengthen our businesses.On October 11, 2022, our Board of Directors approved an additional $1.5 billion under our share repurchase program. This program does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of December 31, 2024. We may repurchase shares under such authorization in open market transactions (including block trades), privately negotiated transactions or otherwise, subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. In addition, we have paid regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future. Each quarterly dividend is subject to review and approval by our Board of Directors. There were no early debt extinguishments during the years ended December 31, 2024 and December 31, 2023. Other financing activities during 2024 included the net issuance of approximately 2.0 million shares of treasury stock, while repurchases of common stock and payments of restricted stock withholding taxes totaled $23 million. During the year ended December 31, 2024, the Company did not repurchase any shares of common stock under our share repurchase program. Through December 31, 2024, the Company had repurchased 119.8 million shares at an average price of $46.23, for a total of approximately $5.5 billion, since the repurchase program began in September 2013. The Company paid cash dividends totaling $643 million during 2024.Other financing activities during 2023 included the net issuance of approximately 1.6 million shares of treasury stock. Repurchases of common stock and payments of restricted stock withholding taxes totaled $218 million, including $197 million related to shares repurchased under the Company's share repurchase program. The Company paid cash dividends totaling $642 million during 2023.Interest Rate SwapsOur policy is to manage interest cost using a mixture of fixed-rate and variable-rate debt. To manage this risk, International Paper utilizes interest rate swaps to change the mix of fixed and variable rate debt. During 2020, International Paper terminated its interest rate swaps with a notional amount of $700 million and maturities ranging from 2024 to 2026 with an approximate fair value of $85 million. Subsequent to the termination of the interest rate swaps, the fair value basis adjustment is amortized to earnings as interest income over the same period as a debt premium on the previously hedged debt. The Company had no outstanding interest rate swaps for the years ended December 31, 2024 and 2023.Variable Interest EntitiesInformation concerning variable interest entities is set forth in Note 14 Variable Interest Entities on pages 83 and 84 of Item 8. Financial Statements and Supplementary Data. In connection with the 2006 International Paper installment sale of forestlands, we received $4.8 billion of installment notes. These installment notes were used by variable interest entities as collateral for borrowings from third-party lenders. These variable interest entities were restructured in 2015 (the "2015 Financing Entities") when the installment notes and third-party loans were extended. The 2015 Financing Entities held installment notes of $4.8 billion and third-party loans There were no early debt extinguishments during the years ended December 31, 2024 and December 31, 2023. Other financing activities during 2024 included the net issuance of approximately 2.0 million shares of treasury stock, while repurchases of common stock and payments of restricted stock withholding taxes totaled $23 million. During the year ended December 31, 2024, the Company did not repurchase any shares of common stock under our share repurchase program. Through December 31, 2024, the Company had repurchased 119.8 million shares at an average price of $46.23, for a total of approximately $5.5 billion, since the repurchase program began in September 2013. The Company paid cash dividends totaling $643 million during 2024. Other financing activities during 2023 included the net issuance of approximately 1.6 million shares of treasury stock. Repurchases of common stock and payments of restricted stock withholding taxes totaled $218 million, including $197 million related to shares repurchased under the Company's share repurchase program. The Company paid cash dividends totaling $642 million during 2023. --- ## Modified: Environmental **Key changes:** - Reworded sentence: "The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA")." - Reworded sentence: "International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and December 31, 2023, respectively." - Reworded sentence: "Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota." - Reworded sentence: "Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site." - Reworded sentence: "Regis.•Operable Unit 5, Area 1: In March 2016, the Company received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5 ("OU5"), Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million." **Prior (2024):** The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company's current, closed and formerly-owned facilities, and recorded as liabilities in the balance sheet. Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $251 million and $243 million in the aggregate as of December 31, 2023 and December 31, 2022, respectively. Other than as described below, completion of required environmental remedial actions ("RAs") is not expected to have a material effect on our consolidated financial statements. probable liability associated with these environmental remediation matters Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the U.S. Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site with an estimated cost of $46 million. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site, the estimated cost of which is included within the soil remedy referenced above. The total reserve for the Cass Lake superfund site was $46 million and $47 million as of December 31, 2023 and 2022, respectively. 75 75 75 Table of Contents Table of Contents Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company ("St. Regis"). The Company is a successor in interest to St. Regis. •Operable Unit 5, Area 1: In March 2016, the Company and other PRPs received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5, Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million, including $19 million in past costs previously demanded by the EPA. The Company responded to the special notice letter. In December 2016, the EPA issued a unilateral administrative order to the Company and other PRPs to perform the remedy. The Company responded to the unilateral administrative order, agreeing to comply with the order subject to its sufficient cause defenses.•Operable Unit 1: In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design ("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. A Record of Decision ("ROD") establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016. In February 2017, the EPA informed the Company that it would make other arrangements for the performance of the RD. In the summer 2021, the EPA initiated RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. As a result, the Company increased its reserve by $27 million in the fourth quarter of 2022. The total reserve for the Kalamazoo River superfund site was $27 million and $37 million as of December 31, 2023 and 2022, respectively.In addition, in December 2019, the United States published notice in the Federal Register of a proposed consent decree with NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees under which NCR Corporation would make payments of more than $100 million and perform work in Operable Unit 5, Areas 2, 3, and 4 at an estimated cost of $136 million. In December 2020, the Federal District Court approved the proposed consent decree.The Company's CERCLA liability has not been finally determined with respect to these or any other portions of the site, and except as noted above, the Company has declined to perform any work or reimburse the EPA at this time. As noted below, the Company is involved in allocation/apportionment litigation with regard to the site. Accordingly, it is premature to predict the outcome or estimate our maximum reasonably possible loss or range of loss with respect to this site. We have recorded a liability for future remediation costs at the site that are probable and reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material.The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and cost recovery action for alleged pollution at the site. NCR Corporation and Weyerhaeuser Company were also named as defendants in the suit. The suit seeks contribution under CERCLA for costs purportedly expended by plaintiffs ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the Federal District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into that Judgment. In April 2022, the Sixth Circuit Court of Appeals reversed the Judgment of the Court, finding that the suit against the Company was time-barred by the applicable statute of limitations. In May 2022, GP filed a petition for rehearing with the Sixth Circuit Court of Appeals, which was denied in July 2022. In November 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's suit against the Company was time-barred. In January 2024 GP requested that the District Court's final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. The Company believes the Sixth Circuit decision dismisses all of GP's claims against it, whether for past or future costs, and is opposing GP's request. Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company ("St. Regis"). The Company is a successor in interest to St. Regis. •Operable Unit 5, Area 1: In March 2016, the Company and other PRPs received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5, Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million, including $19 million in past costs previously demanded by the EPA. The Company responded to the special notice letter. In December 2016, the EPA issued a unilateral administrative order to the Company and other PRPs to perform the remedy. The Company responded to the unilateral administrative order, agreeing to comply with the order subject to its sufficient cause defenses.•Operable Unit 1: In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design ("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. A Record of Decision ("ROD") establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016. In February 2017, the EPA informed the Company that it would make other arrangements for the performance of the RD. In the summer 2021, the EPA initiated RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. As a result, the Company increased its reserve by $27 million in the fourth quarter of 2022. The total reserve for the Kalamazoo River superfund site was $27 million and $37 million as of December 31, 2023 and 2022, respectively.In addition, in December 2019, the United States published notice in the Federal Register of a proposed consent decree with NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees under which NCR Corporation would make payments of more than $100 million and perform work in Operable Unit 5, Areas 2, 3, and 4 at an estimated cost of $136 million. In December 2020, Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company ("St. Regis"). The Company is a successor in interest to St. Regis. •Operable Unit 5, Area 1: In March 2016, the Company and other PRPs received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5, Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million, including $19 million in past costs previously demanded by the EPA. The Company responded to the special notice letter. In December 2016, the EPA issued a unilateral administrative order to the Company and other PRPs to perform the remedy. The Company responded to the unilateral administrative order, agreeing to comply with the order subject to its sufficient cause defenses. •Operable Unit 1: In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design ("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. A Record of Decision ("ROD") establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016. In February 2017, the EPA informed the Company that it would make other arrangements for the performance of the RD. In the summer 2021, the EPA initiated RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. As a result, the Company increased its reserve by $27 million in the fourth quarter of 2022. The total reserve for the Kalamazoo River superfund site was $27 million and $37 million as of December 31, 2023 and 2022, respectively. In addition, in December 2019, the United States published notice in the Federal Register of a proposed consent decree with NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees under which NCR Corporation would make payments of more than $100 million and perform work in Operable Unit 5, Areas 2, 3, and 4 at an estimated cost of $136 million. In December 2020, the Federal District Court approved the proposed consent decree.The Company's CERCLA liability has not been finally determined with respect to these or any other portions of the site, and except as noted above, the Company has declined to perform any work or reimburse the EPA at this time. As noted below, the Company is involved in allocation/apportionment litigation with regard to the site. Accordingly, it is premature to predict the outcome or estimate our maximum reasonably possible loss or range of loss with respect to this site. We have recorded a liability for future remediation costs at the site that are probable and reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material.The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and cost recovery action for alleged pollution at the site. NCR Corporation and Weyerhaeuser Company were also named as defendants in the suit. The suit seeks contribution under CERCLA for costs purportedly expended by plaintiffs ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the Federal District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into that Judgment. In April 2022, the Sixth Circuit Court of Appeals reversed the Judgment of the Court, finding that the suit against the Company was time-barred by the applicable statute of limitations. In May 2022, GP filed a petition for rehearing with the Sixth Circuit Court of Appeals, which was denied in July 2022. In November 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's suit against the Company was time-barred. In January 2024 GP requested that the District Court's final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. The Company believes the Sixth Circuit decision dismisses all of GP's claims against it, whether for past or future costs, and is opposing GP's request. the Federal District Court approved the proposed consent decree. The Company's CERCLA liability has not been finally determined with respect to these or any other portions of the site, and except as noted above, the Company has declined to perform any work or reimburse the EPA at this time. As noted below, the Company is involved in allocation/apportionment litigation with regard to the site. Accordingly, it is premature to predict the outcome or estimate our maximum reasonably possible loss or range of loss with respect to this site. We have recorded a liability for future remediation costs at the site that are probable and reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material. The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and cost recovery action for alleged pollution at the site. NCR Corporation and Weyerhaeuser Company were also named as defendants in the suit. The suit seeks contribution under CERCLA for costs purportedly expended by plaintiffs ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the Federal District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into that Judgment. In April 2022, the Sixth Circuit Court of Appeals reversed the Judgment of the Court, finding that the suit against the Company was time-barred by the applicable statute of limitations. In May 2022, GP filed a petition for rehearing with the Sixth Circuit Court of Appeals, which was denied in July 2022. In November 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's suit against the Company was time-barred. In January 2024 GP requested that the District Court's final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. The Company believes the Sixth Circuit decision dismisses all of GP's claims against it, whether for past or future costs, and is opposing GP's request. 76 76 76 Table of Contents Table of Contents Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities. In October 2017, the EPA issued a ROD selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. The EPA did not specify the methods or practices needed to perform this work. The EPA's selected remedy was accompanied by a cost estimate of approximately $115 million ($105 million for the northern impoundment, and $10 million for the southern impoundment). Subsequent to the issuance of the ROD, there have been numerous meetings between the EPA and the PRPs, and the Company continues to work with the EPA and MIMC/WMI to develop the RD. To this end, in April 2018, the PRPs entered into an Administrative Order on Consent ("AOC") with the EPA, agreeing to work together to develop the RD for the northern impoundment. That RD work is ongoing. The AOC does not include any agreement to perform waste removal or other construction activity at the site. Rather, it involves adaptive management techniques and a pre-design investigation, the objectives of which include filling data gaps (including but not limited to post-Hurricane Harvey technical data generated prior to the ROD and not incorporated into the selected remedy), refining areas and volumes of materials to be addressed, determining if an excavation remedy is able to be implemented in a manner protective of human health and the environment, and investigating potential impacts of remediation activities to infrastructure in the vicinity.During the first quarter of 2020, through a series of meetings among the Company, MIMC/WMI, our consultants, the EPA and the Texas Commission on Environmental Quality, progress was made to resolve key technical issues previously preventing the Company from determining the manner in which the selected remedy for the northern impoundment would be feasibly implemented. As a result of these developments the Company reserved the following amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs.We submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved this plan in May 2021. The EPA issued a Unilateral Administrative Order for RA of the southern impoundment in August 2021. An addendum to the Final 100% RD (Amended April 2021) was submitted to the EPA for the southern impoundment in June 2022. This addendum incorporated additional data collected to date which indicated that additional waste material removal will be required, lengthening the time to complete RA. With respect to the northern impoundment, the PRPs submitted the final component of the 90% RD to the EPA in November 2022. Upon submittal of the final component, an updated engineering estimate was developed, and the Company increased the reserved amount by approximately $21 million, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs. On January 5, 2024, the PRPs received comments from the EPA on the November 2022 90% RD submittal. The PRPs responded to the EPA comments in late January 2024. While several key technical issues have been resolved, respondents still face significant challenges remediating this area in a cost-efficient manner that will not result in a release of contaminated materials to the environment during the excavation, removal and transport of the materials. Our discussions with the EPA on the best approach to remediation will continue. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible. The total reserve for the southern and northern impoundment was $83 million and $95 million as of December 31, 2023 and 2022, respectively.Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with PCBs, mercury, and metals. A preliminary remediation plan was prepared in the third quarter 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total reserve for Versailles Pond was $30 million as of December 31, 2023. Asbestos-Related MattersWe have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. The Company's total recorded liability with respect to pending and future asbestos-related claims was $97 million, net of Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities. In October 2017, the EPA issued a ROD selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. The EPA did not specify the methods or practices needed to perform this work. The EPA's selected remedy was accompanied by a cost estimate of approximately $115 million ($105 million for the northern impoundment, and $10 million for the southern impoundment). Subsequent to the issuance of the ROD, there have been numerous meetings between the EPA and the PRPs, and the Company continues to work with the EPA and MIMC/WMI to develop the RD. To this end, in April 2018, the PRPs entered into an Administrative Order on Consent ("AOC") with the EPA, agreeing to work together to develop the RD for the northern impoundment. That RD work is ongoing. The AOC does not include any agreement to perform waste removal or other construction activity at the site. Rather, it involves adaptive management techniques and a pre-design investigation, the objectives of which include filling data gaps (including but not limited to post-Hurricane Harvey technical data generated prior to the ROD and not incorporated into the selected remedy), refining areas and volumes of materials to be addressed, determining if an excavation remedy is able to be implemented in a manner protective of human health and the environment, and investigating potential impacts of remediation activities to infrastructure in the vicinity.During the first quarter of 2020, through a series of meetings among the Company, MIMC/WMI, our consultants, the EPA and the Texas Commission on Environmental Quality, progress was made to resolve key technical issues previously preventing the Company from determining the manner in which the selected remedy for the northern impoundment would be feasibly implemented. As a result of these developments the Company reserved the following amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs.We submitted the Final Design Package for the southern impoundment to the EPA, and the EPA Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities. In October 2017, the EPA issued a ROD selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. The EPA did not specify the methods or practices needed to perform this work. The EPA's selected remedy was accompanied by a cost estimate of approximately $115 million ($105 million for the northern impoundment, and $10 million for the southern impoundment). Subsequent to the issuance of the ROD, there have been numerous meetings between the EPA and the PRPs, and the Company continues to work with the EPA and MIMC/WMI to develop the RD. To this end, in April 2018, the PRPs entered into an Administrative Order on Consent ("AOC") with the EPA, agreeing to work together to develop the RD for the northern impoundment. That RD work is ongoing. The AOC does not include any agreement to perform waste removal or other construction activity at the site. Rather, it involves adaptive management techniques and a pre-design investigation, the objectives of which include filling data gaps (including but not limited to post-Hurricane Harvey technical data generated prior to the ROD and not incorporated into the selected remedy), refining areas and volumes of materials to be addressed, determining if an excavation remedy is able to be implemented in a manner protective of human health and the environment, and investigating potential impacts of remediation activities to infrastructure in the vicinity. During the first quarter of 2020, through a series of meetings among the Company, MIMC/WMI, our consultants, the EPA and the Texas Commission on Environmental Quality, progress was made to resolve key technical issues previously preventing the Company from determining the manner in which the selected remedy for the northern impoundment would be feasibly implemented. As a result of these developments the Company reserved the following amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs. We submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved this plan in May 2021. The EPA issued a Unilateral Administrative Order for RA of the southern impoundment in August 2021. An addendum to the Final 100% RD (Amended April 2021) was submitted to the EPA for the southern impoundment in June 2022. This addendum incorporated additional data collected to date which indicated that additional waste material removal will be required, lengthening the time to complete RA. With respect to the northern impoundment, the PRPs submitted the final component of the 90% RD to the EPA in November 2022. Upon submittal of the final component, an updated engineering estimate was developed, and the Company increased the reserved amount by approximately $21 million, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs. On January 5, 2024, the PRPs received comments from the EPA on the November 2022 90% RD submittal. The PRPs responded to the EPA comments in late January 2024. While several key technical issues have been resolved, respondents still face significant challenges remediating this area in a cost-efficient manner that will not result in a release of contaminated materials to the environment during the excavation, removal and transport of the materials. Our discussions with the EPA on the best approach to remediation will continue. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible. The total reserve for the southern and northern impoundment was $83 million and $95 million as of December 31, 2023 and 2022, respectively.Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with PCBs, mercury, and metals. A preliminary remediation plan was prepared in the third quarter 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total reserve for Versailles Pond was $30 million as of December 31, 2023. Asbestos-Related MattersWe have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. The Company's total recorded liability with respect to pending and future asbestos-related claims was $97 million, net of approved this plan in May 2021. The EPA issued a Unilateral Administrative Order for RA of the southern impoundment in August 2021. An addendum to the Final 100% RD (Amended April 2021) was submitted to the EPA for the southern impoundment in June 2022. This addendum incorporated additional data collected to date which indicated that additional waste material removal will be required, lengthening the time to complete RA. With respect to the northern impoundment, the PRPs submitted the final component of the 90% RD to the EPA in November 2022. Upon submittal of the final component, an updated engineering estimate was developed, and the Company increased the reserved amount by approximately $21 million, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs. On January 5, 2024, the PRPs received comments from the EPA on the November 2022 90% RD submittal. The PRPs responded to the EPA comments in late January 2024. While several key technical issues have been resolved, respondents still face significant challenges remediating this area in a cost-efficient manner that will not result in a release of contaminated materials to the environment during the excavation, removal and transport of the materials. Our discussions with the EPA on the best approach to remediation will continue. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible. The total reserve for the southern and northern impoundment was $83 million and $95 million as of December 31, 2023 and 2022, respectively. Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with PCBs, mercury, and metals. A preliminary remediation plan was prepared in the third quarter 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total reserve for Versailles Pond was $30 million as of December 31, 2023. **Current (2025):** The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"). Many of these proceedings involve the cleanup of hazardous substances at large commercial landfills that received waste from many different sources. While joint and several liability is authorized under CERCLA and equivalent state laws, as a practical matter, liability for CERCLA cleanups is typically allocated among the many PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances at the Company's current, closed and formerly-owned facilities, and recorded as liabilities in the balance sheet. Remediation costs are recorded in the consolidated financial statements when they become probable and reasonably estimable. International Paper has estimated the probable liability associated with these environmental remediation matters, including those described herein, to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and December 31, 2023, respectively. Other than as described below, completion of required environmental remedial actions ("RAs") is not expected to have a material effect on our consolidated financial statements. Cass Lake: One of the matters included above arises out of a closed wood-treatment facility located in Cass Lake, Minnesota. In June 2011, the U.S. Environmental Protection Agency ("EPA") selected and published a proposed soil remedy at the site. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site. The Company is performing RA and continues to cooperate with the EPA on the remaining remediation goals at the site. The estimated liability for the Cass Lake superfund site was $48 million and $46 million as of December 31, 2024 and December 31, 2023, respectively. Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company ("St. Regis"). The Company is a successor in interest to St. Regis.•Operable Unit 5, Area 1: In March 2016, the Company received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5 ("OU5"), Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million. In December 2016, the EPA issued a unilateral administrative order ("UAO") to the Company and other PRPs to perform the remedy. The Company responded to the UAO, agreeing to comply with the order subject to its sufficient cause defenses. The Company continues to comply with the UAO in performing remediation activities at OU5, Area 1.•Operable Unit 1 ("OU1"): In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design ("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. A Record of Decision ("ROD") establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016 denying liability for OU1. In 2021, the EPA initiated RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. The Company began performing the RA in 2023 and established a $27 million reserve to account for this liability in the fourth quarter of 2022. In the fourth quarter of 2024, the Company increased the reserve by $27 million to account for the reasonably estimable costs for the next phases of the RA, following an EPA approved design modification in October to the original remedial design. The total reserve for the combined liabilities for OU5, Area 1 and OU1 at the Kalamazoo River superfund site was $29 million and $27 million as of December 31, 2024 and 2023, respectively. The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and cost recovery action for alleged pollution at the site related to the Company's potential CERCLA liability. NCR Corporation and Weyerhaeuser Company were also named as defendants. The lawsuit seeks contribution under CERCLA for costs purportedly expended by plaintiffs EPA asserts that the site is contaminated by polychlorinated biphenyls primarily as a result of discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company ("St. Regis"). The Company is a successor in interest to St. Regis. •Operable Unit 5, Area 1: In March 2016, the Company received a special notice letter from the EPA (i) inviting participation in implementing a remedy for a portion of the site known as Operable Unit 5 ("OU5"), Area 1, and (ii) demanding reimbursement of EPA past costs totaling $37 million. In December 2016, the EPA issued a unilateral administrative order ("UAO") to the Company and other PRPs to perform the remedy. The Company responded to the UAO, agreeing to comply with the order subject to its sufficient cause defenses. The Company continues to comply with the UAO in performing remediation activities at OU5, Area 1. •Operable Unit 1 ("OU1"): In October 2016, the Company and another PRP received a special notice letter from the EPA inviting participation in the remedial design ("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. A Record of Decision ("ROD") establishing the final landfill remedy for the Allied Paper Mill was issued by the EPA in September 2016. The Company responded to the Allied Paper Mill special notice letter in December 2016 denying liability for OU1. In 2021, the EPA initiated RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. The Company began performing the RA in 2023 and established a $27 million reserve to account for this liability in the fourth quarter of 2022. In the fourth quarter of 2024, the Company increased the reserve by $27 million to account for the reasonably estimable costs for the next phases of the RA, following an EPA approved design modification in October to the original remedial design. The total reserve for the combined liabilities for OU5, Area 1 and OU1 at the Kalamazoo River superfund site was $29 million and $27 million as of December 31, 2024 and 2023, respectively. The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and cost recovery action for alleged pollution at the site related to the Company's potential CERCLA liability. NCR Corporation and Weyerhaeuser Company were also named as defendants. The lawsuit seeks contribution under CERCLA for costs purportedly expended by plaintiffs 80 80 80 Table of Contents Table of Contents ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into the Final Judgment. In April 2022, the Sixth Circuit Court of Appeals (the "Sixth Circuit") reversed the Final Judgment of the Court, finding that the lawsuit against the Company was time-barred by the applicable statute of limitations. In May 2022, GP filed a petition for rehearing with the Sixth Circuit, which was denied in July 2022. In November 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's lawsuit against the Company was time-barred. In January 2024 GP requested that the District Court's final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. On April 9, 2024, the District Court entered Final Judgment After Remand, declaring, consistent with the Sixth Circuit's decision, that GP's past costs are time-barred by the applicable statute of limitations. The District Court also entered Final Judgment on Remand that all three parties, including the Company, are jointly and severally liable for future response costs at the site. The Company believes the District Court's Final Judgment on Remand regarding liability for future costs is in error and has appealed the Final Judgment on Remand on future costs liability to the Sixth Circuit.Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities.In October 2017, the EPA issued a ROD selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. In April 2018, the PRPs entered into an Administrative Order on Consent ("AOC") with the EPA, agreeing to work together to develop the RD for the northern impoundment. The AOC does not include any agreement to perform waste removal or other construction activity at the site. In 2020, the Company reserved the following estimated liability amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represented the Company's 50% share of our estimate of the low end of the range of probable remediation costs.The Company submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved the plan in May 2021. The EPA issued a Unilateral Administrative Order for RA of the southern impoundment in August 2021. An addendum to the Final 100% RD (Amended April 2021) was submitted to the EPA for the southern impoundment in June 2022. The Company substantially completed the RA for the southern impoundment in 2024. With respect to the northern impoundment, the PRPs submitted a Final 100% RD to EPA in July 2024. EPA provided comments at the end of October and a Revised Final 100% RD was submitted at the end of November 2024. The total estimated liability for the southern and northern impoundment was $98 million and $83 million as of December 31, 2024 and 2023, respectively. The current reserve is primarily for the Company's 50% share of our estimate of the low end of the range of probable costs to implement the RD. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible.Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with polychlorinated biphenyls, mercury, and metals. A preliminary remediation plan was prepared in the third quarter of 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total estimated liability for Versailles Pond was $30 million as of both December 31, 2024 and December 31, 2023. Asbestos-Related MattersWe have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, both net of insurance recoveries as of ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into the Final Judgment. In April 2022, the Sixth Circuit Court of Appeals (the "Sixth Circuit") reversed the Final Judgment of the Court, finding that the lawsuit against the Company was time-barred by the applicable statute of limitations. In May 2022, GP filed a petition for rehearing with the Sixth Circuit, which was denied in July 2022. In November 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's lawsuit against the Company was time-barred. In January 2024 GP requested that the District Court's final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. On April 9, 2024, the District Court entered Final Judgment After Remand, declaring, consistent with the Sixth Circuit's decision, that GP's past costs are time-barred by the applicable statute of limitations. The District Court also entered Final Judgment on Remand that all three parties, including the Company, are jointly and severally liable for future response costs at the site. The Company believes the District Court's Final Judgment on Remand regarding liability for future costs is in error and has appealed the Final Judgment on Remand on future costs liability to the Sixth Circuit.Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities.In October 2017, the EPA issued a ROD selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. In April 2018, the PRPs entered into an Administrative Order on Consent ("AOC") with the EPA, agreeing to work together to develop the RD for the northern impoundment. The AOC does not include any agreement to perform waste removal or other construction activity at the site. ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into the Final Judgment. In April 2022, the Sixth Circuit Court of Appeals (the "Sixth Circuit") reversed the Final Judgment of the Court, finding that the lawsuit against the Company was time-barred by the applicable statute of limitations. In May 2022, GP filed a petition for rehearing with the Sixth Circuit, which was denied in July 2022. In November 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's lawsuit against the Company was time-barred. In January 2024 GP requested that the District Court's final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. On April 9, 2024, the District Court entered Final Judgment After Remand, declaring, consistent with the Sixth Circuit's decision, that GP's past costs are time-barred by the applicable statute of limitations. The District Court also entered Final Judgment on Remand that all three parties, including the Company, are jointly and severally liable for future response costs at the site. The Company believes the District Court's Final Judgment on Remand regarding liability for future costs is in error and has appealed the Final Judgment on Remand on future costs liability to the Sixth Circuit. Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. The PRPs have been actively participating in the activities at the site and share the costs of these activities. In October 2017, the EPA issued a ROD selecting the final remedy for the site: removal and relocation of the waste material from both the northern and southern impoundments. In April 2018, the PRPs entered into an Administrative Order on Consent ("AOC") with the EPA, agreeing to work together to develop the RD for the northern impoundment. The AOC does not include any agreement to perform waste removal or other construction activity at the site. In 2020, the Company reserved the following estimated liability amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represented the Company's 50% share of our estimate of the low end of the range of probable remediation costs.The Company submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved the plan in May 2021. The EPA issued a Unilateral Administrative Order for RA of the southern impoundment in August 2021. An addendum to the Final 100% RD (Amended April 2021) was submitted to the EPA for the southern impoundment in June 2022. The Company substantially completed the RA for the southern impoundment in 2024. With respect to the northern impoundment, the PRPs submitted a Final 100% RD to EPA in July 2024. EPA provided comments at the end of October and a Revised Final 100% RD was submitted at the end of November 2024. The total estimated liability for the southern and northern impoundment was $98 million and $83 million as of December 31, 2024 and 2023, respectively. The current reserve is primarily for the Company's 50% share of our estimate of the low end of the range of probable costs to implement the RD. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible.Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with polychlorinated biphenyls, mercury, and metals. A preliminary remediation plan was prepared in the third quarter of 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total estimated liability for Versailles Pond was $30 million as of both December 31, 2024 and December 31, 2023. Asbestos-Related MattersWe have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, both net of insurance recoveries as of In 2020, the Company reserved the following estimated liability amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represented the Company's 50% share of our estimate of the low end of the range of probable remediation costs. The Company submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved the plan in May 2021. The EPA issued a Unilateral Administrative Order for RA of the southern impoundment in August 2021. An addendum to the Final 100% RD (Amended April 2021) was submitted to the EPA for the southern impoundment in June 2022. The Company substantially completed the RA for the southern impoundment in 2024. With respect to the northern impoundment, the PRPs submitted a Final 100% RD to EPA in July 2024. EPA provided comments at the end of October and a Revised Final 100% RD was submitted at the end of November 2024. The total estimated liability for the southern and northern impoundment was $98 million and $83 million as of December 31, 2024 and 2023, respectively. The current reserve is primarily for the Company's 50% share of our estimate of the low end of the range of probable costs to implement the RD. Because of ongoing questions regarding cost effectiveness, timing and gathering other technical data, additional losses in excess of our recorded liability are possible. Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with polychlorinated biphenyls, mercury, and metals. A preliminary remediation plan was prepared in the third quarter of 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total estimated liability for Versailles Pond was $30 million as of both December 31, 2024 and December 31, 2023. --- ## Modified: Dividends ($1.850 per share) **Key changes:** - Reworded sentence: "The accompanying notes are an integral part of these financial statements." - Reworded sentence: "The Company recorded discontinued operations for the years ended December 31, 2023 and 2022 in connection with the sale of its equity method investment in Ilim." - Reworded sentence: "Our material equity method investments are described in Note 10." - Reworded sentence: "Management makes certain judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors.BUSINESS COMBINATIONSThe Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date." - Reworded sentence: "The Company recorded discontinued" **Prior (2024):** On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable industry segment. This transaction is discussed further in Note 11 - Equity Method Investments on pages 69 and 70 of Item 8. Financial Statements and Supplementary Data for further discussion. Discontinued operations include the equity earnings of the prior Ilim joint venture. Discontinued operations also includes after-tax losses of $126 million and $533 million in 2023 and 2022, respectively for impairment and transaction costs related to our former equity method investment in the Ilim joint venture. **Current (2025):** The accompanying notes are an integral part of these financial statements. 62 62 62 Table of Contents Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIESNATURE OF BUSINESSInternational Paper (the "Company") is a global producer of renewable fiber-based packaging and pulp products with primary markets and manufacturing operations in North America and Europe and additional markets and manufacturing operations in Latin America, North Africa and Asia. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to available industry capacity and general economic conditions.FINANCIAL STATEMENTSThese consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States that require the use of management's estimates. Actual results could differ from management's estimates. Certain amounts from prior year have been reclassified to conform with the current year financial statement presentation.DISCONTINUED OPERATIONSA discontinued operation may include a component or a group of components of the Company's operations. A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet. The Company recorded discontinued operations for the years ended December 31, 2023 and 2022 in connection with the sale of its equity method investment in Ilim. See Note 10 for further details.CONSOLIDATIONThe consolidated financial statements include the accounts of International Paper and subsidiaries for which we have a controlling financial interest, including variable interest entities for which we are the primary beneficiary. All significant intercompany balances and transactions are eliminated.EQUITY METHOD INVESTMENTSThe equity method of accounting is applied for investments when the Company has significant influence over the investee's operations, or when the investee is structured with separate capital accounts. Our material equity method investments are described in Note 10. OTHER-THAN-TEMPORARY IMPAIRMENTThe Company evaluates our equity method investments for other-than-temporary impairment ("OTTI") when circumstances indicate the investment may be impaired. When a decline in fair value is deemed to be an OTTI, an impairment is recognized to the extent that the fair value is less than the carrying value of the investment. We consider various factors in determining whether a loss in value of an investment is other than temporary including: the length of time and the extent to which the fair value has been below cost, the financial condition of the investee, and our intent and ability to retain the investment for a period of time sufficient to allow for recovery of value. Management makes certain judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors.BUSINESS COMBINATIONSThe Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date. In developing estimates of fair values for long-lived assets, including identifiable intangible assets, the Company utilizes a variety of inputs including forecasted cash flows, anticipated growth rates, discount rates, estimated replacement costs and depreciation and obsolescence factors. Determining the fair value for specifically identified intangible assets such as customer lists and developed technology involves judgment. We may refine our estimates and make adjustments to the NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIESNATURE OF BUSINESSInternational Paper (the "Company") is a global producer of renewable fiber-based packaging and pulp products with primary markets and manufacturing operations in North America and Europe and additional markets and manufacturing operations in Latin America, North Africa and Asia. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to available industry capacity and general economic conditions.FINANCIAL STATEMENTSThese consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States that require the use of management's estimates. Actual results could differ from management's estimates. Certain amounts from prior year have been reclassified to conform with the current year financial statement presentation.DISCONTINUED OPERATIONSA discontinued operation may include a component or a group of components of the Company's operations. A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet. The Company recorded discontinued --- ## Modified: Retirement Plans - Fair value of other investments - Refer to Note 17 to the financial statements **Key changes:** - Reworded sentence: "Critical Audit Matter Description As of December 31, 2024, the Company's qualified Pension Plan held approximately $2.4 billion in investments whose reported value is determined based on net asset value ("NAV")." - Reworded sentence: "•We obtained a confirmation from the third-party custodian as of December 31, 2024 of all individual investments held in trust for the qualified Pension Plan to confirm the existence of each individual asset held in trust." - Reworded sentence: "We then compared our independent fund valuation estimate to the December 31, 2024, balance recorded by the Company." - Reworded sentence: "Income taxes - Legal entity restructuring - Refer to Note 12 to the financial statementsCritical Audit Matter DescriptionDuring 2024, the Company completed a legal entity restructuring for which a tax benefit was recognized for U.S." - Reworded sentence: "•We obtained a confirmation from the third-party custodian as of December 31, 2024 of all individual investments held in trust for the qualified Pension Plan to confirm the existence of each individual asset held in trust." **Prior (2024):** Critical Audit Matter Description As of December 31, 2023, the Company's Qualified Pension Plan held approximately $2.7 billion in investments whose reported value is determined based on net asset value ("NAV"). The strategic asset allocation policy prescribed by the Company's Qualified Pension Plan includes permissible investments in certain hedge funds, private equity funds, and real estate funds whose reported values 48 48 48 Table of Contents Table of Contents are determined based on the estimated NAV of each investment. These NAVs are generally determined by the Qualified Pension Plan's third-party administrators or fund managers and are subject to review and oversight by management of the Company and its third-party investment advisors. Given a lack of a readily determinable value of these investments and the subjective nature of the valuation methodologies and unobservable inputs used in these methodologies, auditing the NAV associated with these investments requires a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals in our firm having expertise in alternative investments.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the determination of NAV associated with the Company's Qualified Pension Plan's investments in hedge funds, private equity funds, and real estate funds included the following, among others:•We tested the effectiveness of controls over the Company's determination and evaluation of NAV, including those related to the reliability of NAVs reported by third-party administrators and fund managers. •We inquired of management and the investment advisors regarding changes to the investment portfolio and investment strategies. •We obtained a confirmation from the third-party custodian as of December 31, 2023 of all individual investments held in trust for the Qualified Pension Plan to confirm the existence of each individual asset held in trust. •For selected investment funds with a fiscal year end of December 31, we performed a retrospective review in which we compared the estimated fair value recorded by the Company in the December 31, 2022 financial statements, to the actual fair value of the fund (using the per-share NAV disclosed in the fund's subsequently issued audited financial statements), to evaluate the appropriateness of management's estimation process.•With the assistance of professionals in our firm having expertise in alternative investments, we rolled forward the valuation from selected funds' most recently audited financial statements to December 31, 2023. This roll forward procedure included consideration of the Company's transactions in the fund during the period, as well as an estimate of the funds' returns based on an appropriate, independently obtained benchmark or index. We then compared our independent fund valuation estimate to the December 31, 2023, balance recorded by the Company. For certain selected funds, our roll forward procedures included alternative procedures, such as inspecting trust statements for observable transactions near year-end to compare to the estimated fair value.•For certain investments, we inquired of management to understand year-over-year changes in the fund manager's estimate of NAV and compared the fund's return on investment to other available qualitative and quantitative information. /s/ Deloitte & Touche LLPMemphis, TennesseeFebruary 16, 2024 We have served as the Company's auditor since 2002. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of International Paper Company:Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of International Paper Company and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the are determined based on the estimated NAV of each investment. These NAVs are generally determined by the Qualified Pension Plan's third-party administrators or fund managers and are subject to review and oversight by management of the Company and its third-party investment advisors. Given a lack of a readily determinable value of these investments and the subjective nature of the valuation methodologies and unobservable inputs used in these methodologies, auditing the NAV associated with these investments requires a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals in our firm having expertise in alternative investments.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the determination of NAV associated with the Company's Qualified Pension Plan's investments in hedge funds, private equity funds, and real estate funds included the following, among others:•We tested the effectiveness of controls over the Company's determination and evaluation of NAV, including those related to the reliability of NAVs reported by third-party administrators and fund managers. •We inquired of management and the investment advisors regarding changes to the investment portfolio and investment strategies. •We obtained a confirmation from the third-party custodian as of December 31, 2023 of all individual investments held in trust for the Qualified Pension Plan to confirm the existence of each individual asset held in trust. •For selected investment funds with a fiscal year end of December 31, we performed a retrospective review in which we compared the estimated fair value recorded by the Company in the December 31, 2022 financial statements, to the actual fair value of the fund (using the per-share NAV disclosed in the fund's subsequently issued audited financial statements), to evaluate the appropriateness of management's estimation process.•With the assistance of professionals in our firm having expertise in alternative investments, we rolled forward the valuation are determined based on the estimated NAV of each investment. These NAVs are generally determined by the Qualified Pension Plan's third-party administrators or fund managers and are subject to review and oversight by management of the Company and its third-party investment advisors. Given a lack of a readily determinable value of these investments and the subjective nature of the valuation methodologies and unobservable inputs used in these methodologies, auditing the NAV associated with these investments requires a high degree of auditor judgment and an increased extent of effort, including the need to involve professionals in our firm having expertise in alternative investments. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the determination of NAV associated with the Company's Qualified Pension Plan's investments in hedge funds, private equity funds, and real estate funds included the following, among others: •We tested the effectiveness of controls over the Company's determination and evaluation of NAV, including those related to the reliability of NAVs reported by third-party administrators and fund managers. •We inquired of management and the investment advisors regarding changes to the investment portfolio and investment strategies. •We obtained a confirmation from the third-party custodian as of December 31, 2023 of all individual investments held in trust for the Qualified Pension Plan to confirm the existence of each individual asset held in trust. •For selected investment funds with a fiscal year end of December 31, we performed a retrospective review in which we compared the estimated fair value recorded by the Company in the December 31, 2022 financial statements, to the actual fair value of the fund (using the per-share NAV disclosed in the fund's subsequently issued audited financial statements), to evaluate the appropriateness of management's estimation process. •With the assistance of professionals in our firm having expertise in alternative investments, we rolled forward the valuation from selected funds' most recently audited financial statements to December 31, 2023. This roll forward procedure included consideration of the Company's transactions in the fund during the period, as well as an estimate of the funds' returns based on an appropriate, independently obtained benchmark or index. We then compared our independent fund valuation estimate to the December 31, 2023, balance recorded by the Company. For certain selected funds, our roll forward procedures included alternative procedures, such as inspecting trust statements for observable transactions near year-end to compare to the estimated fair value.•For certain investments, we inquired of management to understand year-over-year changes in the fund manager's estimate of NAV and compared the fund's return on investment to other available qualitative and quantitative information. /s/ Deloitte & Touche LLPMemphis, TennesseeFebruary 16, 2024 We have served as the Company's auditor since 2002. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of International Paper Company:Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of International Paper Company and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the from selected funds' most recently audited financial statements to December 31, 2023. This roll forward procedure included consideration of the Company's transactions in the fund during the period, as well as an estimate of the funds' returns based on an appropriate, independently obtained benchmark or index. We then compared our independent fund valuation estimate to the December 31, 2023, balance recorded by the Company. For certain selected funds, our roll forward procedures included alternative procedures, such as inspecting trust statements for observable transactions near year-end to compare to the estimated fair value. •For certain investments, we inquired of management to understand year-over-year changes in the fund manager's estimate of NAV and compared the fund's return on investment to other available qualitative and quantitative information. /s/ Deloitte & Touche LLP Memphis, Tennessee February 16, 2024 We have served as the Company's auditor since 2002. **Current (2025):** Critical Audit Matter Description As of December 31, 2024, the Company's qualified Pension Plan held approximately $2.4 billion in investments whose reported value is determined based on net asset value ("NAV"). The strategic asset allocation policy prescribed by the Company's qualified Pension Plan includes permissible investments in certain hedge funds, private equity funds, and real estate funds whose reported values 54 54 54 Table of Contents Table of Contents are determined based on the estimated NAV of each investment. These NAVs are generally determined by the qualified Pension Plan's third-party administrators or fund managers and are subject to review and oversight by management of the Company and its third-party investment advisors. Given a lack of a readily determinable value of these investments and the subjective nature of the valuation methodologies and unobservable inputs used in these methodologies, auditing the NAV associated with these investments requires a high degree of auditor judgment and an increased extent of effort.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the determination of NAV associated with the Company's qualified Pension Plan's investments in hedge funds, private equity funds, and real estate funds included the following, among others:•We tested the effectiveness of controls over the Company's determination and evaluation of NAV, including those related to the reliability of NAVs reported by third-party administrators and fund managers. •We inquired of management and the investment advisors regarding changes to the investment portfolio and investment strategies. •We obtained a confirmation from the third-party custodian as of December 31, 2024 of all individual investments held in trust for the qualified Pension Plan to confirm the existence of each individual asset held in trust. •For selected investment funds with a fiscal year end of December 31, we performed a retrospective review in which we compared the estimated fair value recorded by the Company in the December 31, 2023 financial statements, to the actual fair value of the fund (using the per-share NAV disclosed in the fund's subsequently issued audited financial statements), to evaluate the appropriateness of management's estimation process.•We rolled forward the valuation from selected funds' most recently audited financial statements to December 31, 2024. This roll forward procedure included consideration of the Company's transactions in the fund during the period, as well as an estimate of the funds' returns based on an appropriate, independently obtained benchmark or index. We then compared our independent fund valuation estimate to the December 31, 2024, balance recorded by the Company. For certain selected funds, our roll forward procedures included alternative procedures, such as inspecting trust statements for observable transactions near year-end to compare to the estimated fair value.•For certain investments, we inquired of management to understand year-over-year changes in the fund manager's estimate of NAV and compared the fund's return on investment to other available qualitative and quantitative information. Income taxes - Legal entity restructuring - Refer to Note 12 to the financial statementsCritical Audit Matter DescriptionDuring 2024, the Company completed a legal entity restructuring for which a tax benefit was recognized for U.S. federal tax purposes. The tax benefit was derived from the associated tax basis and the fair value of the legal entities subject to the restructuring. Given the complexity of the legal entity restructuring, including the interpretation of relevant tax regulations, tax authority rulings and the determination of both the associated tax basis and fair values of the legal entities involved, we identified the resulting U.S. federal tax benefit as a critical audit matter. Evaluating the reasonableness of the legal entity restructuring plan and determination of the tax basis requires a high degree of expertise and increased extent of audit effort, including the need to involve our tax specialists. In addition, evaluating the reasonableness of management's estimate of fair value of the legal entities requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the reasonableness of the U.S. federal tax benefit recorded in association with the legal entity restructuring included the following procedures, among others:•We tested the effectiveness of controls over management's evaluation of the U.S. federal tax benefit, including those over the determination of the tax basis and the determination of the fair value of the are determined based on the estimated NAV of each investment. These NAVs are generally determined by the qualified Pension Plan's third-party administrators or fund managers and are subject to review and oversight by management of the Company and its third-party investment advisors. Given a lack of a readily determinable value of these investments and the subjective nature of the valuation methodologies and unobservable inputs used in these methodologies, auditing the NAV associated with these investments requires a high degree of auditor judgment and an increased extent of effort.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the determination of NAV associated with the Company's qualified Pension Plan's investments in hedge funds, private equity funds, and real estate funds included the following, among others:•We tested the effectiveness of controls over the Company's determination and evaluation of NAV, including those related to the reliability of NAVs reported by third-party administrators and fund managers. •We inquired of management and the investment advisors regarding changes to the investment portfolio and investment strategies. •We obtained a confirmation from the third-party custodian as of December 31, 2024 of all individual investments held in trust for the qualified Pension Plan to confirm the existence of each individual asset held in trust. •For selected investment funds with a fiscal year end of December 31, we performed a retrospective review in which we compared the estimated fair value recorded by the Company in the December 31, 2023 financial statements, to the actual fair value of the fund (using the per-share NAV disclosed in the fund's subsequently issued audited financial statements), to evaluate the appropriateness of management's estimation process.•We rolled forward the valuation from selected funds' most recently audited financial statements to December 31, 2024. This roll forward procedure included consideration of the Company's transactions in the fund are determined based on the estimated NAV of each investment. These NAVs are generally determined by the qualified Pension Plan's third-party administrators or fund managers and are subject to review and oversight by management of the Company and its third-party investment advisors. Given a lack of a readily determinable value of these investments and the subjective nature of the valuation methodologies and unobservable inputs used in these methodologies, auditing the NAV associated with these investments requires a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the determination of NAV associated with the Company's qualified Pension Plan's investments in hedge funds, private equity funds, and real estate funds included the following, among others: •We tested the effectiveness of controls over the Company's determination and evaluation of NAV, including those related to the reliability of NAVs reported by third-party administrators and fund managers. •We inquired of management and the investment advisors regarding changes to the investment portfolio and investment strategies. •We obtained a confirmation from the third-party custodian as of December 31, 2024 of all individual investments held in trust for the qualified Pension Plan to confirm the existence of each individual asset held in trust. •For selected investment funds with a fiscal year end of December 31, we performed a retrospective review in which we compared the estimated fair value recorded by the Company in the December 31, 2023 financial statements, to the actual fair value of the fund (using the per-share NAV disclosed in the fund's subsequently issued audited financial statements), to evaluate the appropriateness of management's estimation process. •We rolled forward the valuation from selected funds' most recently audited financial statements to December 31, 2024. This roll forward procedure included consideration of the Company's transactions in the fund during the period, as well as an estimate of the funds' returns based on an appropriate, independently obtained benchmark or index. We then compared our independent fund valuation estimate to the December 31, 2024, balance recorded by the Company. For certain selected funds, our roll forward procedures included alternative procedures, such as inspecting trust statements for observable transactions near year-end to compare to the estimated fair value.•For certain investments, we inquired of management to understand year-over-year changes in the fund manager's estimate of NAV and compared the fund's return on investment to other available qualitative and quantitative information. Income taxes - Legal entity restructuring - Refer to Note 12 to the financial statementsCritical Audit Matter DescriptionDuring 2024, the Company completed a legal entity restructuring for which a tax benefit was recognized for U.S. federal tax purposes. The tax benefit was derived from the associated tax basis and the fair value of the legal entities subject to the restructuring. Given the complexity of the legal entity restructuring, including the interpretation of relevant tax regulations, tax authority rulings and the determination of both the associated tax basis and fair values of the legal entities involved, we identified the resulting U.S. federal tax benefit as a critical audit matter. Evaluating the reasonableness of the legal entity restructuring plan and determination of the tax basis requires a high degree of expertise and increased extent of audit effort, including the need to involve our tax specialists. In addition, evaluating the reasonableness of management's estimate of fair value of the legal entities requires a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the reasonableness of the U.S. federal tax benefit recorded in association with the legal entity restructuring included the following procedures, among others:•We tested the effectiveness of controls over management's evaluation of the U.S. federal tax benefit, including those over the determination of the tax basis and the determination of the fair value of the during the period, as well as an estimate of the funds' returns based on an appropriate, independently obtained benchmark or index. We then compared our independent fund valuation estimate to the December 31, 2024, balance recorded by the Company. For certain selected funds, our roll forward procedures included alternative procedures, such as inspecting trust statements for observable transactions near year-end to compare to the estimated fair value. •For certain investments, we inquired of management to understand year-over-year changes in the fund manager's estimate of NAV and compared the fund's return on investment to other available qualitative and quantitative information. --- ## Modified: SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES **Key changes:** - Reworded sentence: "In millions202420232022Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$202 $180 $160 Operating cash flows related to financing leases3 3 3 Financing cash flows related to finance leases9 13 10 Right of use assets obtained in exchange for lease liabilitiesOperating leases185 216 221 Finance leases6 12 6" **Prior (2024):** In millions202320222021Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$180 $160 $166 Operating cash flows related to financing leases3 3 4 Financing cash flows related to finance leases13 10 14 Right of use assets obtained in exchange for lease liabilitiesOperating leases216 221 156 Finance leases12 6 9 **Current (2025):** In millions202420232022Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$202 $180 $160 Operating cash flows related to financing leases3 3 3 Financing cash flows related to finance leases9 13 10 Right of use assets obtained in exchange for lease liabilitiesOperating leases185 216 221 Finance leases6 12 6 --- ## Modified: REVENUE RECOGNITION **Key changes:** - Added sentence: "Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers.The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less." - Added sentence: "See Note 3 for further details.TEMPORARY INVESTMENTSTemporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value." - Added sentence: "See Note 8 for further details.INVENTORIESInventories include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead." - Added sentence: "In the United States, costs of raw materials and finished pulp and paper products are generally determined using the last-in, first-out method." - Added sentence: "These inventories are measured at the lower of cost or market." **Prior (2024):** Generally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced. The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds. The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers". The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606. Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers. The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. See Note 3 for further details. **Current (2025):** Generally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced. The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds. The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers". The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606. Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers.The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. See Note 3 for further details.TEMPORARY INVESTMENTSTemporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value. See Note 8 for further details.INVENTORIESInventories include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products are generally determined using the last-in, first-out method. These inventories are measured at the lower of cost or market. Other inventories are valued using the first-in, first-out or average cost methods. These inventories are measured at the lower of cost or net realizable value. See Note 8 for further details.LEASED ASSETSOperating lease right of use ("ROU") assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles, and leases within The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606. Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers. The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. See Note 3 for further details. --- ## Modified: ASSET RETIREMENT OBLIGATIONS **Key changes:** - Reworded sentence: "At December 31, 2024 and 2023, we had recorded liabilities of $128 million and $103 million, respectively, related to asset retirement obligations." - Added sentence: "73 73 73 Table of Contents Table of Contents Applicable regulations and standards provide that the removal of certain materials would only be required if the facility were to be demolished or underwent major renovations." - Added sentence: "At this time, any such obligations have an indeterminate settlement date, and the Company believes that adequate information does not exist to apply an expected-present-value technique to estimate any such potential obligations." - Added sentence: "Accordingly, the Company does not record a liability for such remediation until a decision is made that allows reasonable estimation of the timing of such remediation.NOTE 9 LEASESInternational Paper leases various real estate, including certain operating facilities, warehouses, office space and land." - Added sentence: "The Company also leases material handling equipment, vehicles, and certain other equipment." **Prior (2024):** At December 31, 2023 and 2022, we had recorded liabilities of $103 million and $105 million, respectively, related to asset retirement obligations. In connection with potential future closures or redesigns of certain production facilities, it is possible that the Company may be required to take steps to remove certain materials from these facilities. Applicable regulations and standards provide that the removal of certain materials would only be required if the facility were to be demolished or underwent major renovations. At this time, any such obligations have an indeterminate settlement date, and the Company believes that adequate information does not exist to apply an expected-present-value technique to estimate any such potential obligations. Accordingly, the Company does not record a liability for such remediation until a decision is made that allows reasonable estimation of the timing of such remediation.NOTE 10 LEASESInternational Paper leases various real estate, including certain operating facilities, warehouses, office space and land. The Company also leases material handling equipment, vehicles, and certain other equipment. The Company's leases have remaining lease terms of up to 30 years. COMPONENTS OF LEASE EXPENSEIn millions202320222021Operating lease costs, net$177 $153 $138 Variable lease costs 39 39 40 Short-term lease costs, net71 57 53 Finance lease costAmortization of lease assets12 11 11 Interest on lease liabilities3 3 3 Total lease cost, net$302 $263 $245 SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASESIn millionsClassification20232022AssetsOperating lease assetsRight of use assets$448 $424 Finance lease assetsPlants, properties and equipment, net (a)47 49 Total leased assets$495 $473 LiabilitiesCurrentOperatingOther current liabilities$153 $147 FinanceNotes payable and current maturities of long-term debt11 10 NoncurrentOperatingLong-term lease obligations312 283 FinanceLong-term debt44 49 Total lease liabilities$520 $489 (a) Finance leases are recorded net of accumulated amortization of $67 million and $59 million at December 31, 2023 and 2022, respectively. the facility were to be demolished or underwent major renovations. At this time, any such obligations have an indeterminate settlement date, and the Company believes that adequate information does not exist to apply an expected-present-value technique to estimate any such potential obligations. Accordingly, the Company does not record a liability for such remediation until a decision is made that allows reasonable estimation of the timing of such remediation. **Current (2025):** At December 31, 2024 and 2023, we had recorded liabilities of $128 million and $103 million, respectively, related to asset retirement obligations. In connection with potential future closures or redesigns of certain production facilities, it is possible that the Company may be required to take steps to remove certain materials from these facilities. 73 73 73 Table of Contents Table of Contents Applicable regulations and standards provide that the removal of certain materials would only be required if the facility were to be demolished or underwent major renovations. At this time, any such obligations have an indeterminate settlement date, and the Company believes that adequate information does not exist to apply an expected-present-value technique to estimate any such potential obligations. Accordingly, the Company does not record a liability for such remediation until a decision is made that allows reasonable estimation of the timing of such remediation.NOTE 9 LEASESInternational Paper leases various real estate, including certain operating facilities, warehouses, office space and land. The Company also leases material handling equipment, vehicles, and certain other equipment. The Company's leases have remaining lease terms of up to 29 years. COMPONENTS OF LEASE EXPENSEIn millions202420232022Operating lease costs, net$188 $177 $153 Variable lease costs 52 39 39 Short-term lease costs, net74 71 57 Finance lease costAmortization of lease assets11 12 11 Interest on lease liabilities3 3 3 Total lease cost, net$328 $302 $263 SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASESIn millionsClassification20242023AssetsOperating lease assetsRight of use assets$433 $448 Finance lease assetsPlants, properties and equipment, net (a)39 47 Total leased assets$472 $495 LiabilitiesCurrentOperatingOther current liabilities$156 $153 FinanceNotes payable and current maturities of long-term debt11 11 NoncurrentOperatingLong-term lease obligations292 312 FinanceLong-term debt38 44 Total lease liabilities$497 $520 (a) Finance leases are recorded net of accumulated amortization of $70 million and $67 million at December 31, 2024 and 2023, respectively.LEASE TERM AND DISCOUNT RATEIn millions20242023Weighted average remaining lease term (years)Operating leases 3.6 years4.0 yearsFinance leases7.2 years7.7 yearsWeighted average discount rateOperating leases4.34 %3.99 %Finance leases4.93 %4.78 %SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASESIn millions202420232022Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$202 $180 $160 Operating cash flows related to financing leases3 3 3 Financing cash flows related to finance leases9 13 10 Right of use assets obtained in exchange for lease liabilitiesOperating leases185 216 221 Finance leases6 12 6 MATURITY OF LEASE LIABILITIESIn millionsOperating Leases Financing LeasesTotal2025$175 $13 $188 2026133 12 145 202794 10 104 202849 8 57 202921 7 28 Thereafter21 13 34 Total lease payments493 63 556 Less imputed interest45 14 59 Present value of lease liabilities $448 $49 $497 Applicable regulations and standards provide that the removal of certain materials would only be required if the facility were to be demolished or underwent major renovations. At this time, any such obligations have an indeterminate settlement date, and the Company believes that adequate information does not exist to apply an expected-present-value technique to estimate any such potential obligations. Accordingly, the Company does not record a liability for such remediation until a decision is made that allows reasonable estimation of the timing of such remediation.NOTE 9 LEASESInternational Paper leases various real estate, including certain operating facilities, warehouses, office space and land. The Company also leases material handling equipment, vehicles, and certain other equipment. The Company's leases have remaining lease terms of up to 29 years. COMPONENTS OF LEASE EXPENSEIn millions202420232022Operating lease costs, net$188 $177 $153 Variable lease costs 52 39 39 Short-term lease costs, net74 71 57 Finance lease costAmortization of lease assets11 12 11 Interest on lease liabilities3 3 3 Total lease cost, net$328 $302 $263 SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASESIn millionsClassification20242023AssetsOperating lease assetsRight of use assets$433 $448 Finance lease assetsPlants, properties and equipment, net (a)39 47 Total leased assets$472 $495 LiabilitiesCurrentOperatingOther current liabilities$156 $153 FinanceNotes payable and current maturities of long-term debt11 11 NoncurrentOperatingLong-term lease obligations292 312 FinanceLong-term debt38 44 Total lease liabilities$497 $520 (a) Finance leases are recorded net of accumulated amortization of $70 million and $67 million at December 31, 2024 and 2023, respectively. Applicable regulations and standards provide that the removal of certain materials would only be required if the facility were to be demolished or underwent major renovations. At this time, any such obligations have an indeterminate settlement date, and the Company believes that adequate information does not exist to apply an expected-present-value technique to estimate any such potential obligations. Accordingly, the Company does not record a liability for such remediation until a decision is made that allows reasonable estimation of the timing of such remediation. --- ## Modified: INCOME TAXES **Key changes:** - Added sentence: "The Company's uncertain tax positions were $204 million and $173 million at December 31, 2024 and 2023, respectively." - Reworded sentence: "Cumulative reported pre-tax income is considered objectively verifiable positive 49 49 49 Table of Contents Table of Contents evidence of our ability to generate positive pre-tax income in the future." - Reworded sentence: "The Company's valuation allowance was $1.2 billion and $848 million at December 31, 2024 and 2023, respectively.While International Paper believes that these judgments and estimates are appropriate and reasonable under the circumstances, actual resolution of these matters may differ from recorded estimated amounts.LEGAL PROCEEDINGSInformation concerning certain legal proceedings involving the Company is set forth on pages 79 through 83 of Item 8." - Reworded sentence: "The fair value of our debt and financial instruments varies due to changes in market interest and foreign currency rates and commodity prices since the inception of the related instruments." - Reworded sentence: "The Company's valuation allowance was $1.2 billion and $848 million at December 31, 2024 and 2023, respectively.While International Paper believes that these judgments and estimates are appropriate and reasonable under the circumstances, actual resolution of these matters may differ from recorded estimated amounts.LEGAL PROCEEDINGSInformation concerning certain legal proceedings involving the Company is set forth on pages 79 through 83 of Item 8." **Prior (2024):** A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $141 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension expense, the operational tax provision (non-GAAP) for 2023 was $232 million, or 23% of pre-tax earnings before equity earnings. A net income tax benefit from continuing operations of $236 million was recorded for 2022 and the reported effective income tax rate was (16%). This includes a tax benefit of $604 million related to the settlement of the timber monetization restructuring tax matter, a tax benefit of $66 million related to the tax-free exchange of our shares of Sylvamo and tax expense of $45 million related to a foreign deferred tax valuation allowance. Excluding these items, a $37 million net tax benefit for other special items and $48 million tax expense related to non-operating pension income, the operational tax provision (non-GAAP) for 2022 was $378 million, or 24% of pre-tax earnings before equity earnings. The operational tax provision and operational effective tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.The following is a reconciliation of the net income tax provision (benefit) to the operational tax provision and rate: In millions20232022Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings$382 $1,511 Pre-tax special items554 233 Non-operating pension (income) expense54 (192)Adjusted Operating Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings$990 $1,552 Income tax provision (benefit)$59 $(236)Income tax effect - non-operating pension (income) expense and pre-tax special items173 614 Operational Tax Provision$232 $378 Operational Tax Rate23 %24 %INTEREST EXPENSE AND EQUITY EARNINGS, NET OF TAXES Net corporate interest expense totaled $231 million in 2023 and $325 million in 2022. Net interest expense includes $3 million and $58 million of interest expense related to the timber monetization restructuring tax matter in 2023 and 2022, respectively. Net interest expense in 2023 also includes $6 million of interest income associated with the settlement of tax audits. The decrease in net interest expense in 2023 compared with 2022 was due to higher interest income. Equity earnings, net of taxes were a loss of $21 million and a loss of $6 million in 2023 and 2022, respectively. Equity earnings in 2023 includes an $18 million other-than-temporary impairment of an equity method investment. The operational tax provision and operational effective tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods. The following is a reconciliation of the net income tax provision (benefit) to the operational tax provision and rate: In millions20232022Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings$382 $1,511 Pre-tax special items554 233 Non-operating pension (income) expense54 (192)Adjusted Operating Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings$990 $1,552 Income tax provision (benefit)$59 $(236)Income tax effect - non-operating pension (income) expense and pre-tax special items173 614 Operational Tax Provision$232 $378 Operational Tax Rate23 %24 % **Current (2025):** The following is a reconciliation of the net income tax provision (benefit) to the operational income tax provision and the reported effective income tax rate to the operational effective income tax rate: In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 %A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%. This includes a tax benefit of $416 million related to internal legal entity restructuring. Excluding this item, a $72 million net tax benefit for other special items and a $10 million tax expense related to non-operating pension expense, the operational tax provision (non-GAAP) for 2024 was $63 million, or 13% of pre-tax earnings before equity earnings.A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 % A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%. This includes a tax benefit of $416 million related to internal legal entity restructuring. Excluding this item, a $72 million net tax benefit for other special items and a $10 million tax expense related to non-operating pension expense, the operational tax provision (non-GAAP) for 2024 was $63 million, or 13% of pre-tax earnings before equity earnings. A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax 41 41 41 Table of Contents Table of Contents provision (non-GAAP) for 2023 was $127 million, or 22% of pre-tax earnings before equity earnings.The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.DESCRIPTION OF BUSINESS SEGMENTSInternational Paper's business segments discussed below are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the forest products industry.INDUSTRIAL PACKAGINGThe majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is approximately 13 million tons annually.Containerboard includes linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. Approximately 75% of our production is converted into corrugated packaging and other packaging by our 168 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable segment.The following tables present net sales and business segment operating profit (loss), which is the Company's measure of segment profitability. Business segment operating profit (loss) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". During 2024, business segment operating profits (losses) used by the chief operating decision maker were adjusted to include accelerated depreciation as part of the measure of business performance. As such, results for the year ended December 31, 2023 have been recast to reflect $422 million for accelerated depreciation related to mill strategic actions in business segment operating profit (losses). For additional information regarding business segment operating profit (loss), including a description of the manner in which business segment operating profit (loss) is calculated, see Note 20 - Financial Information by Business Segment starting on page 95 of Item 8. Financial Statements and Supplementary Data.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. provision (non-GAAP) for 2023 was $127 million, or 22% of pre-tax earnings before equity earnings.The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.DESCRIPTION OF BUSINESS SEGMENTSInternational Paper's business segments discussed below are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the forest products industry.INDUSTRIAL PACKAGINGThe majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is approximately 13 million tons annually.Containerboard includes linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. Approximately 75% of our production is converted into corrugated packaging and other packaging by our 168 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other provision (non-GAAP) for 2023 was $127 million, or 22% of pre-tax earnings before equity earnings. The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods. --- ## Modified: Primary Geographical Markets (a) **Key changes:** - Added sentence: "(a) Net sales are attributed to countries based on the location of the reportable segment making the sale." **Prior (2024):** 2023Reportable SegmentsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotalPrimary Geographical Markets (a) United States$13,340 $2,570 $430 $16,340 EMEA1,398 96 - 1,494 Pacific Rim and Asia37 224 - 261 Americas, other than U.S.821 - - 821 Total$15,596 $2,890 $430 $18,916 Operating SegmentsNorth American Industrial Packaging$14,293 $ - $ - $14,293 EMEA Industrial Packaging1,398 - - 1,398 Global Cellulose Fibers - 2,890 - 2,890 Intrasegment Eliminations(95) - - (95)Corporate & Intersegment Sales - - 430 430 Total$15,596 $2,890 $430 $18,916 **Current (2025):** (a) Net sales are attributed to countries based on the location of the reportable segment making the sale. 2023Reportable SegmentsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotalPrimary Geographical Markets (a) United States$13,340 $2,570 $430 $16,340 EMEA1,398 96 - 1,494 Pacific Rim and Asia37 224 - 261 Americas, other than U.S.821 - - 821 Total$15,596 $2,890 $430 $18,916 Operating SegmentsNorth American Industrial Packaging$14,293 $ - $ - $14,293 EMEA Industrial Packaging1,398 - - 1,398 Global Cellulose Fibers - 2,890 - 2,890 Intrasegment Eliminations(95) - - (95)Corporate & Intersegment Sales - - 430 430 Total$15,596 $2,890 $430 $18,916 --- ## Modified: ILIM S.A. ("Ilim") **Key changes:** - Reworded sentence: "On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim S.A." - Reworded sentence: "Additionally, we incurred transaction fees of $36 million in the third quarter of 2023 in connection with the sale of our investment." - Reworded sentence: "All historical results of the Ilim investment are presented as Discontinued Operations, net of taxes in the consolidated statement of operations." **Prior (2024):** On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim, which was a joint venture that operated a pulp and paper business in Russia and has subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also completed the sale of all of its Ilim Group shares (constituting a 2.39% stake) for $24 million, and divested other non-material residual interests associated with Ilim, to its joint venture partners. Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in connection with the sale of our investment. The Company reclassified currency translation adjustments in AOCI of $517 million to the investment at the completion of the transaction. As of December 31, 2022 and for all subsequent periods, the Company concluded that the held for sale balance sheet classification criteria had been met and classified the investment as Assets held for sale in the consolidated balance sheet. Also, all current and historical results of the Ilim investment have been presented as Discontinued Operations, net of taxes in the consolidated statement of operations. Also in conjunction with the previously announced agreement entered into in January 2023 to sell the Company's ownership interests in Ilim and related offer for the Company's shares in Ilim Group, a determination was made that in the fourth quarter of 2022 and for all subsequent periods through the third quarter 2023, the combined book value of our investments, plus associated cumulative translation losses, exceeded fair value based upon the agreed upon transaction price of $484 million for Ilim and the offer price of $24 million for Ilim Group and the company recorded impairment charges as presented in the table below. 69 69 69 Table of Contents Table of Contents The following summarizes the items comprising Equity Earnings, Impairment Charges, Tax Expense (Benefit), Discontinued Operations and Dividends related to the sale of our equity interest in Ilim: In millionsEquity EarningsImpairment ChargesTax Expense (Benefit)Discontinued Operations, net of tax (a)DividendsTwelve Months Ended December 31, 2022$296 $533 $ - $(237)$204 Twelve Months Ended December 31, 2023$112 $135 $(9)$(14)$13 (a) Discontinued operations, net of tax is Equity Earnings less Impairment Charges and Tax Expense (Benefit). **Current (2025):** On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim S.A. ("Ilim"), which was a joint venture that operated a pulp and paper business in Russia and its subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also completed the sale of all of its Ilim Group shares (constituting a 2.39% stake) for $24 million, and divested other non-material residual interests associated with Ilim, to its joint venture partners. Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in the third quarter of 2023 in connection with the sale of our investment. The Company reclassified currency translation adjustments in AOCI of $517 million to the investment at the completion of the transaction.All historical results of the Ilim investment are presented as Discontinued Operations, net of taxes in the consolidated statement of operations. 2.39% stake) for $24 million, and divested other non-material residual interests associated with Ilim, to its joint venture partners. Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in the third quarter of 2023 in connection with the sale of our investment. The Company reclassified currency translation adjustments in AOCI of $517 million to the investment at the completion of the transaction. All historical results of the Ilim investment are presented as Discontinued Operations, net of taxes in the consolidated statement of operations. The following summarizes the items comprising Equity Earnings, Impairment Charges, Tax Expense (Benefit), Discontinued Operations and Dividends related to the sale of our equity interest in Ilim: In millionsEquity EarningsImpairment ChargesTax Expense (Benefit)Discontinued Operations, net of tax (a)DividendsYear Ended December 31, 2022$296 $533 $ - $(237)$204 Year Ended December 31, 2023$112 $135 $(9)$(14)$13 (a) Discontinued operations, net of tax is Equity Earnings less Impairment Charges and Tax Expense (Benefit). The Company's remaining equity method investments are not material. --- ## Modified: Role of Management **Key changes:** - Reworded sentence: "Our CISO reports to our Chief Financial Officer." - Reworded sentence: "The CIRT is comprised of subject matter experts representing information security, information technology, operational technology and legal." - Reworded sentence: "Our General Counsel, Senior Vice President, Chief People and Strategy Officer, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches." - Reworded sentence: "Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review, and, if appropriate, may be further elevated for the review of the Board of Directors." - Reworded sentence: "You can find a discussion about the level of planned capital investments for 2025 on page 45, and dispositions and restructuring activities as of December 31, 2024, on page 37 of Item 7." **Prior (2024):** At a management level, our cybersecurity risk management program is led by our CISO. Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011. He was appointed as the Company's first CISO in 2019. Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars. Our CISO reports to the Chief Information Officer who oversees the Company's information technology department. The Company has also adopted a cyber-incident response plan which provides for controls and procedures in connection with cybersecurity events, including escalation procedures summarized below. The cyber-incident response plan is designed to address non-operational and operational cybersecurity events. Evaluation and response to cybersecurity events is led by our Cybersecurity Incident Response Team ("CIRT"), under the direction of our CISO. The CIRT is comprised of subject matter experts representing Information Security, Information Technology, Operational Technology, and Legal. The CIRT performs an impact assessment with respect to cybersecurity incidents, gathers facts and provides a chronology of events in connection therewith, and leads remediation and recovery activities. Our General Counsel, Senior Vice President of Human Resources, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches. Cybersecurity events that meet specified criteria for operational impact are escalated for further review to our Business Continuity Incident Command Team ("Incident Command Team"). The Incident Command Team performs an initial assessment that includes evaluation of the cybersecurity event's severity, response required, and estimated business cost, and leads the execution of business continuity plans to maintain Company operations. Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review. The Disclosure Committee, General Counsel and Chief Financial Officer assess and determine materiality using the facts and chronology of events provided by the Incident Command Team.ITEM 2. PROPERTIESMILLS AND PLANTSA listing of our production facilities by segment, the vast majority of which we own, can be found in Appendix I hereto, which is incorporated herein by reference.The Company's facilities are in good operating condition and are suited for the purposes for which they are presently being used. We continue to study the economics of modernization or adopting other alternatives for higher cost facilities.CAPITAL INVESTMENTS AND DISPOSITIONSGiven the size, scope and complexity of our business interests, we continually examine and evaluate a wide variety of business opportunities and planning alternatives, including possible acquisitions and sales or other dispositions of properties. You can find a discussion about the level of planned capital investments for 2024 on page 39, and dispositions and restructuring activities as of December 31, 2023, on page 35 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 7 Acquisitions on page 65 of Item 8. Financial Statements and Supplementary Data. Incident Response Team ("CIRT"), under the direction of our CISO. The CIRT is comprised of subject matter experts representing Information Security, Information Technology, Operational Technology, and Legal. The CIRT performs an impact assessment with respect to cybersecurity incidents, gathers facts and provides a chronology of events in connection therewith, and leads remediation and recovery activities. Our General Counsel, Senior Vice President of Human Resources, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches. Cybersecurity events that meet specified criteria for operational impact are escalated for further review to our Business Continuity Incident Command Team ("Incident Command Team"). The Incident Command Team performs an initial assessment that includes evaluation of the cybersecurity event's severity, response required, and estimated business cost, and leads the execution of business continuity plans to maintain Company operations. Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review. The Disclosure Committee, General Counsel and Chief Financial Officer assess and determine materiality using the facts and chronology of events provided by the Incident Command Team. ITEM 2. PROPERTIES **Current (2025):** At a management level, our cybersecurity risk management program is led by our CISO. Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011. He was appointed as the Company's first CISO in 2019. Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars. Our CISO reports to our Chief Financial Officer. Additionally, our CISO and members of the cybersecurity team hold a number of industry recognized certifications, such as Certified Information Systems Security Professional, Certified Information Security Manager, and Certified Ethical Hacker, among others. The Company has also adopted a cyber-incident response plan which provides for controls and procedures in connection with cybersecurity events, including escalation procedures summarized below. The cyber-incident response plan is designed to address non-operational and operational cybersecurity events. Evaluation and response to cybersecurity events is led by our Cybersecurity Incident Response Team ("CIRT"), under the direction of our CISO. The CIRT is comprised of subject matter experts representing information security, information technology, operational technology and legal. The CIRT performs an impact assessment with respect to cybersecurity incidents, gathers facts and provides a chronology of events in connection therewith, and leads remediation and recovery activities. Our General Counsel, Senior Vice President, Chief People and Strategy Officer, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches. Cybersecurity events that meet specified criteria for operational impact are escalated for further review to our Business Continuity Incident Command Team ("Incident Command Team"). The Incident Command Team performs an initial assessment that includes evaluation of the cybersecurity event's severity, response required, and estimated business cost, and leads the execution of business continuity plans to maintain Company operations. Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review, and, if appropriate, may be further elevated for the review of the Board of Directors. The Disclosure Committee, General Counsel and Chief Financial Officer assess and determine materiality using the facts gathered and chronology of events provided by the Incident Command Team. 31 31 31 Table of Contents Table of Contents ITEM 2. PROPERTIESMILLS AND PLANTSA listing of our production facilities by segment, the vast majority of which we own, can be found in Appendix I hereto, which is incorporated herein by reference.The Company's facilities are in good operating condition and are suited for the purposes for which they are presently being used. We continue to study the economics of modernization or adopting other alternatives for higher cost facilities.CAPITAL INVESTMENTS AND DISPOSITIONSGiven the size, scope and complexity of our business interests, we continually examine and evaluate a wide variety of business opportunities and planning alternatives, including possible acquisitions and sales or other dispositions of properties. You can find a discussion about the level of planned capital investments for 2025 on page 45, and dispositions and restructuring activities as of December 31, 2024, on page 37 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 7 Acquisitions on page 72 of Item 8. Financial Statements and Supplementary Data.ITEM 3. LEGAL PROCEEDINGSInformation concerning certain legal proceedings of the Company is set forth in Note 13 Commitments and Contingent Liabilities on pages 79 through 83 of Item 8. Financial Statements and Supplementary Data which is incorporated herein by reference.The Company is not subject to any administrative or judicial proceeding arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more.ITEM 4. MINE SAFETY DISCLOSURESNot applicable. ITEM 2. PROPERTIESMILLS AND PLANTSA listing of our production facilities by segment, the vast majority of which we own, can be found in Appendix I hereto, which is incorporated herein by reference.The Company's facilities are in good operating condition and are suited for the purposes for which they are presently being used. We continue to study the economics of modernization or adopting other alternatives for higher cost facilities.CAPITAL INVESTMENTS AND DISPOSITIONSGiven the size, scope and complexity of our business interests, we continually examine and evaluate a wide variety of business opportunities and planning alternatives, including possible acquisitions and sales or other dispositions of properties. You can find a discussion about the level of planned capital investments for 2025 on page 45, and dispositions and restructuring activities as of December 31, 2024, on page 37 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, and in Note 7 Acquisitions on page 72 of Item 8. Financial Statements and Supplementary Data. ITEM 2. PROPERTIES --- ## Modified: LEASE TERM AND DISCOUNT RATE **Key changes:** - Reworded sentence: "In millions20242023Weighted average remaining lease term (years)Operating leases 3.6 years4.0 yearsFinance leases7.2 years7.7 yearsWeighted average discount rateOperating leases4.34 %3.99 %Finance leases4.93 %4.78 %" **Prior (2024):** In millions20232022Weighted average remaining lease term (years)Operating leases4.0 years4.1 yearsFinance leases7.7 years8.4 yearsWeighted average discount rateOperating leases3.99 %2.96 %Finance leases4.78 %4.57 % **Current (2025):** In millions20242023Weighted average remaining lease term (years)Operating leases 3.6 years4.0 yearsFinance leases7.2 years7.7 yearsWeighted average discount rateOperating leases4.34 %3.99 %Finance leases4.93 %4.78 % --- ## Modified: Variable Interest Entities **Key changes:** - Reworded sentence: "Information concerning variable interest entities is set forth in Note 14 Variable Interest Entities on pages 83 and 84 of Item 8." - Reworded sentence: "Under this agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S." - Reworded sentence: "LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2025We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation." - Reworded sentence: "Each quarterly dividend is subject to review and approval by our Board of Directors." - Removed sentence: "LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2024We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation." **Prior (2024):** Information concerning variable interest entities is set forth in Note 15 Variable Interest Entities on pages 78 through 80 of Item 8. Financial Statements and Supplementary Data. In connection with the 2006 International Paper installment sale of forestlands, we received $4.8 billion of installment notes. These installment notes were used by variable interest entities as collateral for borrowings from third-party lenders. These variable interest entities were restructured in 2015 (the "2015 Financing Entities") when the installment notes and third-party loans were extended. The 2015 Financing Entities held installment notes of $4.8 billion and third-party loans of $4.2 billion which both matured in August 2021. We settled the third-party loans at their maturity with the proceeds from the installment notes. This resulted in cash proceeds of approximately $630 million representing our equity in the 2015 Financing Entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021. On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the 2015 Financing Entities timber monetization restructuring tax matter. Under this 38 38 38 Table of Contents Table of Contents agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest was charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of December 31, 2023, $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal of the Company's remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the third quarter of 2022. LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2024We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation. These include maintaining a strong balance sheet and investment grade credit rating, returning meaningful cash to shareholders through dividends and share repurchases and making organic investments to maintain our world-class system and strengthen our businesses.On October 11, 2022, our Board of Directors approved an additional $1.5 billion under our share repurchase program. This program does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of December 31, 2023. We may continue to repurchase shares under such authorization in open market transactions (including block trades), privately negotiated transactions or otherwise, subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. In addition, we have paid regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future. Each quarterly dividend is subject to review and approval by our Board of Directors.Capital Expenditures and Long-Term DebtCapital spending for 2024 is planned at approximately $800 million to $1.0 billion, or about 78% to 97% of depreciation and amortization.At December 31, 2023, International Paper's credit agreements totaled $1.9 billion, which is comprised of the $1.4 billion contractually committed bank credit agreement and up to $500 million under the receivables securitization program. In June 2023, the Company amended and restated its credit agreement to, among other things (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. Management believes these credit agreements are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. At December 31, 2023, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program. The Company's credit agreements are not subject to any restrictive covenants other than the financial covenants as disclosed on pages 80 and 81 in Note 16 - Debt and Lines of Credit of Item 8. Financial Statements and Supplementary Data, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at December 31, 2023 and was well below the thresholds stipulated under the covenants as defined in the credit agreements. Further the financial covenants do not restrict any borrowings under the credit agreements.In addition to the $1.9 billion capacity under the Company's credit agreements, International Paper has a commercial paper program with a borrowing capacity of $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of the Company's commercial paper program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2023, and $410 million outstanding as of December 31, 2022, under this program.During the first quarter of 2023, the Company entered into a variable term loan agreement providing for a $600 million term loan which was fully drawn on the date of such loan agreement and matures in 2028. The $600 million debt was issued following the repayment of $410 million of commercial paper earlier in 2023. Additionally, during the first quarter of 2023, the Company issued an approximately $72 million environmental development bond ("EDB") with an interest rate of 4.00% and a maturity date of April 1, 2026. The proceeds from this issuance were used to repay an approximately $72 million outstanding EDB that matured on April 1, 2023. During the second quarter of 2023, the Company issued approximately $24 million of debt with a variable interest rate and a maturity date of December 1, 2027. The Company had debt agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest was charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of December 31, 2023, $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal of the Company's remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the third quarter of 2022. LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2024We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation. These include maintaining a strong balance sheet and investment grade credit rating, returning meaningful cash to shareholders through dividends and share repurchases and making organic investments to maintain our world-class system and strengthen our businesses.On October 11, 2022, our Board of Directors approved an additional $1.5 billion under our share repurchase program. This program does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of December 31, 2023. We may continue to repurchase shares under such authorization in open market transactions (including block trades), privately negotiated transactions or otherwise, subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. In addition, we have paid regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future. Each quarterly dividend is subject to review and approval by our Board of Directors.Capital Expenditures and Long-Term DebtCapital spending for 2024 is planned at approximately $800 million to $1.0 billion, or about 78% to 97% of depreciation and amortization.At December 31, 2023, International Paper's credit agreements totaled $1.9 billion, which is comprised of the $1.4 billion contractually committed bank credit agreement and up to $500 million under the receivables securitization program. In June 2023, the Company amended and restated its credit agreement agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest was charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of December 31, 2023, $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal of the Company's remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the third quarter of 2022. **Current (2025):** Information concerning variable interest entities is set forth in Note 14 Variable Interest Entities on pages 83 and 84 of Item 8. Financial Statements and Supplementary Data. In connection with the 2006 International Paper installment sale of forestlands, we received $4.8 billion of installment notes. These installment notes were used by variable interest entities as collateral for borrowings from third-party lenders. These variable interest entities were restructured in 2015 (the "2015 Financing Entities") when the installment notes and third-party loans were extended. The 2015 Financing Entities held installment notes of $4.8 billion and third-party loans of $4.2 billion which both matured in August 2021. We settled the third-party loans at their maturity with the proceeds from the installment notes. This resulted in cash proceeds of approximately $630 million representing our equity in the 2015 Financing Entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021. On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the 2015 Financing Entities timber monetization restructuring tax matter. Under this agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest was charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of December 31, 2023, $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal of the Company's remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the third quarter of 2022. LIQUIDITY AND CAPITAL RESOURCES OUTLOOK FOR 2025We intend to continue making choices for the use of cash that are consistent with our capital allocation framework to drive long-term value creation. These include maintaining a strong balance sheet and investment grade credit rating, and creating value with a continued focus on cost reduction and making organic investments to maintain our world-class system and strengthen our businesses.On October 11, 2022, our Board of Directors approved an additional $1.5 billion under our share repurchase program. This program does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of December 31, 2024. We may repurchase shares under such authorization in open market transactions (including block trades), privately negotiated transactions or otherwise, subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. In addition, we have paid regular quarterly cash dividends and expect to continue to pay regular quarterly cash dividends in the foreseeable future. Each quarterly dividend is subject to review and approval by our Board of Directors. of $4.2 billion which both matured in August 2021. We settled the third-party loans at their maturity with the proceeds from the installment notes. This resulted in cash proceeds of approximately $630 million representing our equity in the 2015 Financing Entities. Maturity of the installment notes and termination of the monetization structure also resulted in a $72 million tax liability that was paid in the fourth quarter of 2021. On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the 2015 Financing Entities timber monetization restructuring tax matter. Under this agreement, the Company agreed to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest was charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of December 31, 2023, $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal of the Company's remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the third quarter of 2022. --- ## Modified: COMPONENTS OF LEASE EXPENSE **Key changes:** - Reworded sentence: "In millions202420232022Operating lease costs, net$188 $177 $153 Variable lease costs 52 39 39 Short-term lease costs, net74 71 57 Finance lease costAmortization of lease assets11 12 11 Interest on lease liabilities3 3 3 Total lease cost, net$328 $302 $263" **Prior (2024):** In millions202320222021Operating lease costs, net$177 $153 $138 Variable lease costs 39 39 40 Short-term lease costs, net71 57 53 Finance lease costAmortization of lease assets12 11 11 Interest on lease liabilities3 3 3 Total lease cost, net$302 $263 $245 **Current (2025):** In millions202420232022Operating lease costs, net$188 $177 $153 Variable lease costs 52 39 39 Short-term lease costs, net74 71 57 Finance lease costAmortization of lease assets11 12 11 Interest on lease liabilities3 3 3 Total lease cost, net$328 $302 $263 --- ## Modified: Income Taxes **Key changes:** - Reworded sentence: "The Company plans to adopt this guidance as of January 1, 2025 and will update disclosures within the Company's 2025 annual filing." **Prior (2024):** In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied prospectively. The Company is currently evaluating the provisions of this guidance. 60 60 60 Table of Contents Table of Contents **Current (2025):** In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied prospectively. The Company plans to adopt this guidance as of January 1, 2025 and will update disclosures within the Company's 2025 annual filing. 67 67 67 Table of Contents Table of Contents --- ## Modified: NOTE 12 INCOME TAXES **Key changes:** - Reworded sentence: "The components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202420232022Earnings (loss)U.S.$(140)$129 $1,469 Non-U.S.287 253 42 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$147 $382 $1,511 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows: In millions202420232022Current tax provision (benefit)U.S." - Reworded sentence: "income tax rate31 80 317 State and local income taxes(62)2 44 Impact of rate differential on non-U.S." - Reworded sentence: "The $486 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 14 - Variable Interest Entities)." - Reworded sentence: "The Company had approximately $50 million and $34 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2024 and 2023, respectively.The Company is currently subject to audits in the United States and other taxing jurisdictions around the world." - Reworded sentence: "On September 3, 2024, the Company received the Unagreed Revenue Agent Report from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination." **Prior (2024):** NOTE 13 INCOME TAXES The components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202320222021Earnings (loss)U.S.$129 $1,469 $906 Non-U.S.253 42 93 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$382 $1,511 $999 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows:In millions202320222021Current tax provision (benefit)U.S. federal$157 $454 $413 U.S. state and local16 56 47 Non-U.S.42 27 37 $215 $537 $497 Deferred tax provision (benefit)U.S. federal$(164)$(775)$(274)U.S. state and local3 (39)(27)Non-U.S.5 41 (8) $(156)$(773)$(309)Income tax provision (benefit)$59 $(236)$188 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows: In millions202320222021Current tax provision (benefit)U.S. federal$157 $454 $413 U.S. state and local16 56 47 Non-U.S.42 27 37 $215 $537 $497 Deferred tax provision (benefit)U.S. federal$(164)$(775)$(274)U.S. state and local3 (39)(27)Non-U.S.5 41 (8) $(156)$(773)$(309)Income tax provision (benefit)$59 $(236)$188 72 72 72 Table of Contents Table of Contents The Company's deferred income tax provision (benefit) includes a $6 million benefit, a $3 million benefit and an $8 million benefit for 2023, 2022 and 2021, respectively, for the effect of various changes in non-U.S. and U.S. federal and state tax rates.International Paper made income tax payments, net of refunds, of $340 million, $345 million and $601 million in 2023, 2022 and 2021, respectively.A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: In millions202320222021Earnings (loss) from continuingoperations before income taxesand equity earnings$382 $1,511 $999 Statutory U.S. income tax rate21 %21 %21 %Tax expense (benefit) using statutory U.S. income tax rate80 317 210 State and local income taxes2 44 15 Impact of rate differential on non-U.S. permanent differences and earnings(10)1 5 Foreign valuation allowance - 45 - Tax expense (benefit) on exchange of Sylvamo shares - (56) - Adjustment to tax basis of assets - - (14)Non-deductible business expenses7 2 1 Non-deductible impairments - 16 - Non-deductible compensation7 13 11 Tax audits(4)6 9 Timber Monetization Audit Settlement - (604) - Foreign derived intangible income deduction2 (8)(7)US tax on non-U.S. earnings (GILTI and Subpart F) - 27 5 Foreign tax credits8 8 (6)General business and other tax credits(38)(43)(39)Tax expense (benefit) on equity earnings(4)(1) - Legal entity restructuring gain (loss)4 - - Other, net5 (3)(2)Income tax provision (benefit)$59 $(236)$188 Effective income tax rate15 %(16)%19 %The tax effects of significant temporary differences, representing deferred income tax assets and liabilities at December 31, 2023 and 2022, were as follows: In millions20232022Deferred income tax assets:Postretirement benefit accruals$67 $68 Pension obligations61 18 Tax credits182 175 Net operating and capital loss carryforwards699 568 Compensation reserves146 151 Lease obligations116 108 Environmental reserves114 119 Other319 271 Gross deferred income tax assets$1,704 $1,478 Less: valuation allowance (a)(848)(677)Net deferred income tax asset$856 $801 Deferred income tax liabilities:Intangibles$(141)$(147)Investments3 (2)Right of use assets(116)(108)Plants, properties and equipment(1,650)(1,778)Forestlands, related installment sales, and investment in subsidiary(485)(485)Gross deferred income tax liabilities$(2,389)$(2,520)Net deferred income tax liability$(1,533)$(1,719)(a) The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $171 million and a decrease of $(31) million, respectively. Deferred income tax assets and liabilities are recorded in the accompanying consolidated balance sheet under the captions Deferred charges and other assets and Deferred income taxes, respectively. The $485 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 15 - Variable Interest Entities). The Company's deferred income tax provision (benefit) includes a $6 million benefit, a $3 million benefit and an $8 million benefit for 2023, 2022 and 2021, respectively, for the effect of various changes in non-U.S. and U.S. federal and state tax rates.International Paper made income tax payments, net of refunds, of $340 million, $345 million and $601 million in 2023, 2022 and 2021, respectively.A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: In millions202320222021Earnings (loss) from continuingoperations before income taxesand equity earnings$382 $1,511 $999 Statutory U.S. income tax rate21 %21 %21 %Tax expense (benefit) using statutory U.S. income tax rate80 317 210 State and local income taxes2 44 15 Impact of rate differential on non-U.S. permanent differences and earnings(10)1 5 Foreign valuation allowance - 45 - Tax expense (benefit) on exchange of Sylvamo shares - (56) - Adjustment to tax basis of assets - - (14)Non-deductible business expenses7 2 1 Non-deductible impairments - 16 - Non-deductible compensation7 13 11 Tax audits(4)6 9 Timber Monetization Audit Settlement - (604) - Foreign derived intangible income deduction2 (8)(7)US tax on non-U.S. earnings (GILTI and Subpart F) - 27 5 Foreign tax credits8 8 (6)General business and other tax credits(38)(43)(39)Tax expense (benefit) on equity earnings(4)(1) - Legal entity restructuring gain (loss)4 - - Other, net5 (3)(2)Income tax provision (benefit)$59 $(236)$188 Effective income tax rate15 %(16)%19 % The Company's deferred income tax provision (benefit) includes a $6 million benefit, a $3 million benefit and an $8 million benefit for 2023, 2022 and 2021, respectively, for the effect of various changes in non-U.S. and U.S. federal and state tax rates. International Paper made income tax payments, net of refunds, of $340 million, $345 million and $601 million in 2023, 2022 and 2021, respectively. A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: In millions202320222021Earnings (loss) from continuingoperations before income taxesand equity earnings$382 $1,511 $999 Statutory U.S. income tax rate21 %21 %21 %Tax expense (benefit) using statutory U.S. income tax rate80 317 210 State and local income taxes2 44 15 Impact of rate differential on non-U.S. permanent differences and earnings(10)1 5 Foreign valuation allowance - 45 - Tax expense (benefit) on exchange of Sylvamo shares - (56) - Adjustment to tax basis of assets - - (14)Non-deductible business expenses7 2 1 Non-deductible impairments - 16 - Non-deductible compensation7 13 11 Tax audits(4)6 9 Timber Monetization Audit Settlement - (604) - Foreign derived intangible income deduction2 (8)(7)US tax on non-U.S. earnings (GILTI and Subpart F) - 27 5 Foreign tax credits8 8 (6)General business and other tax credits(38)(43)(39)Tax expense (benefit) on equity earnings(4)(1) - Legal entity restructuring gain (loss)4 - - Other, net5 (3)(2)Income tax provision (benefit)$59 $(236)$188 Effective income tax rate15 %(16)%19 % The tax effects of significant temporary differences, representing deferred income tax assets and liabilities at December 31, 2023 and 2022, were as follows: In millions20232022Deferred income tax assets:Postretirement benefit accruals$67 $68 Pension obligations61 18 Tax credits182 175 Net operating and capital loss carryforwards699 568 Compensation reserves146 151 Lease obligations116 108 Environmental reserves114 119 Other319 271 Gross deferred income tax assets$1,704 $1,478 Less: valuation allowance (a)(848)(677)Net deferred income tax asset$856 $801 Deferred income tax liabilities:Intangibles$(141)$(147)Investments3 (2)Right of use assets(116)(108)Plants, properties and equipment(1,650)(1,778)Forestlands, related installment sales, and investment in subsidiary(485)(485)Gross deferred income tax liabilities$(2,389)$(2,520)Net deferred income tax liability$(1,533)$(1,719)(a) The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $171 million and a decrease of $(31) million, respectively. Deferred income tax assets and liabilities are recorded in the accompanying consolidated balance sheet under the captions Deferred charges and other assets and Deferred income taxes, respectively. The $485 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 15 - Variable Interest Entities). The tax effects of significant temporary differences, representing deferred income tax assets and liabilities at December 31, 2023 and 2022, were as follows: In millions20232022Deferred income tax assets:Postretirement benefit accruals$67 $68 Pension obligations61 18 Tax credits182 175 Net operating and capital loss carryforwards699 568 Compensation reserves146 151 Lease obligations116 108 Environmental reserves114 119 Other319 271 Gross deferred income tax assets$1,704 $1,478 Less: valuation allowance (a)(848)(677)Net deferred income tax asset$856 $801 Deferred income tax liabilities:Intangibles$(141)$(147)Investments3 (2)Right of use assets(116)(108)Plants, properties and equipment(1,650)(1,778)Forestlands, related installment sales, and investment in subsidiary(485)(485)Gross deferred income tax liabilities$(2,389)$(2,520)Net deferred income tax liability$(1,533)$(1,719) (a) The net change in the total valuation allowance for the years ended December 31, 2023 and 2022 was an increase of $171 million and a decrease of $(31) million, respectively. Deferred income tax assets and liabilities are recorded in the accompanying consolidated balance sheet under the captions Deferred charges and other assets and Deferred income taxes, respectively. The $485 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 15 - Variable Interest Entities). 73 73 73 Table of Contents Table of Contents A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 is as follows: In millions202320222021Balance at January 1$(177)$(166)$(143)(Additions) reductions for tax positions related to current year(13)(7)(13)(Additions) for tax positions related to prior years(11)(10)(23)Reductions for tax positions related to prior years1 3 1 Settlements17 1 10 Expiration of statutes oflimitations11 1 1 Currency translation adjustment(1)1 1 Balance at December 31$(173)$(177)$(166)If the Company were to prevail on the unrecognized tax benefits recorded, substantially all of the balances at December 31, 2023, 2022 and 2021 would benefit the effective tax rate. Pending audit settlements and the expiration of statutes of limitations could reduce the uncertain tax positions by $7 million during the next twelve months.The Company accrues interest on unrecognized tax benefits as a component of interest expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company had approximately $34 million and $29 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2023 and 2022, respectively.The Company is currently subject to audits in the United States and other taxing jurisdictions around the world. Generally, tax years 2009 through 2022 remain open and subject to examination by the relevant tax authorities. The Company frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. On January 5, 2024, the Company received a notice of proposed adjustment from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination. We estimate the net incremental tax liability associated with the proposed adjustments would be approximately $50 million. We disagree with the proposed adjustments and plan to initiate the administrative appeals process in the first quarter. An unfavorable resolution in the current examination, future administrative proceedings, or future tax litigation could result in cash tax payments and could adversely impact the effective tax rate.The Company provides for foreign withholding taxes and any applicable U.S. state income taxes on earnings intended to be repatriated from non-U.S. subsidiaries, which we believe will be limited in the future to each year's current earnings. No provision for these taxes on approximately $1.6 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2023 has been made, as these earnings are considered indefinitely invested. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted in a taxable manner is not practicable.If management decided to monetize the Company's foreign investments, we would recognize the tax cost related to the excess of the book value over the tax basis of those investments. This would include foreign withholding taxes and any applicable U.S. Federal and state income taxes. Determination of the tax cost that would be incurred upon monetization of the Company's foreign investments is not practicable; however, we do not believe it would be material.The following details the scheduled expiration dates of the Company's net operating loss and income tax credit carryforwards: In millions2024Through20332034Through2043IndefiniteTotalU.S. federal and non-U.S. NOLs$1 $225 $426 $652 State taxing jurisdiction NOLs (a)38 9 - 47 U.S. federal, non-U.S. and state tax credit carryforwards (a)82 3 97 182 Total$121 $237 $523 $881 Less: valuation allowance (a)(83)(220)(475)(778)Total, net$38 $17 $48 $103 (a) State amounts are presented net of federal benefit.NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIESGUARANTEESIn connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 is as follows: In millions202320222021Balance at January 1$(177)$(166)$(143)(Additions) reductions for tax positions related to current year(13)(7)(13)(Additions) for tax positions related to prior years(11)(10)(23)Reductions for tax positions related to prior years1 3 1 Settlements17 1 10 Expiration of statutes oflimitations11 1 1 Currency translation adjustment(1)1 1 Balance at December 31$(173)$(177)$(166)If the Company were to prevail on the unrecognized tax benefits recorded, substantially all of the balances at December 31, 2023, 2022 and 2021 would benefit the effective tax rate. Pending audit settlements and the expiration of statutes of limitations could reduce the uncertain tax positions by $7 million during the next twelve months.The Company accrues interest on unrecognized tax benefits as a component of interest expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company had approximately $34 million and $29 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2023 and 2022, respectively.The Company is currently subject to audits in the United States and other taxing jurisdictions around the world. Generally, tax years 2009 through 2022 remain open and subject to examination by the relevant tax authorities. The Company frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. On January 5, 2024, the Company received a notice of proposed adjustment from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination. We estimate the net incremental tax liability associated with the proposed adjustments would be approximately $50 million. We disagree with the proposed adjustments and plan to initiate the administrative appeals process in the first quarter. An unfavorable resolution in the current examination, future administrative proceedings, or future tax litigation could result in cash tax payments and could adversely impact the effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021 is as follows: In millions202320222021Balance at January 1$(177)$(166)$(143)(Additions) reductions for tax positions related to current year(13)(7)(13)(Additions) for tax positions related to prior years(11)(10)(23)Reductions for tax positions related to prior years1 3 1 Settlements17 1 10 Expiration of statutes oflimitations11 1 1 Currency translation adjustment(1)1 1 Balance at December 31$(173)$(177)$(166) If the Company were to prevail on the unrecognized tax benefits recorded, substantially all of the balances at December 31, 2023, 2022 and 2021 would benefit the effective tax rate. Pending audit settlements and the expiration of statutes of limitations could reduce the uncertain tax positions by $7 million during the next twelve months. The Company accrues interest on unrecognized tax benefits as a component of interest expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company had approximately $34 million and $29 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2023 and 2022, respectively. The Company is currently subject to audits in the United States and other taxing jurisdictions around the world. Generally, tax years 2009 through 2022 remain open and subject to examination by the relevant tax authorities. The Company frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. On January 5, 2024, the Company received a notice of proposed adjustment from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination. We estimate the net incremental tax liability associated with the proposed adjustments would be approximately $50 million. We disagree with the proposed adjustments and plan to initiate the administrative appeals process in the first quarter. An unfavorable resolution in the current examination, future administrative proceedings, or future tax litigation could result in cash tax payments and could adversely impact the effective tax rate. The Company provides for foreign withholding taxes and any applicable U.S. state income taxes on earnings intended to be repatriated from non-U.S. subsidiaries, which we believe will be limited in the future to each year's current earnings. No provision for these taxes on approximately $1.6 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2023 has been made, as these earnings are considered indefinitely invested. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted in a taxable manner is not practicable.If management decided to monetize the Company's foreign investments, we would recognize the tax cost related to the excess of the book value over the tax basis of those investments. This would include foreign withholding taxes and any applicable U.S. Federal and state income taxes. Determination of the tax cost that would be incurred upon monetization of the Company's foreign investments is not practicable; however, we do not believe it would be material.The following details the scheduled expiration dates of the Company's net operating loss and income tax credit carryforwards: In millions2024Through20332034Through2043IndefiniteTotalU.S. federal and non-U.S. NOLs$1 $225 $426 $652 State taxing jurisdiction NOLs (a)38 9 - 47 U.S. federal, non-U.S. and state tax credit carryforwards (a)82 3 97 182 Total$121 $237 $523 $881 Less: valuation allowance (a)(83)(220)(475)(778)Total, net$38 $17 $48 $103 (a) State amounts are presented net of federal benefit.NOTE 14 COMMITMENTS AND CONTINGENT LIABILITIESGUARANTEESIn connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction. The Company provides for foreign withholding taxes and any applicable U.S. state income taxes on earnings intended to be repatriated from non-U.S. subsidiaries, which we believe will be limited in the future to each year's current earnings. No provision for these taxes on approximately $1.6 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2023 has been made, as these earnings are considered indefinitely invested. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted in a taxable manner is not practicable. If management decided to monetize the Company's foreign investments, we would recognize the tax cost related to the excess of the book value over the tax basis of those investments. This would include foreign withholding taxes and any applicable U.S. Federal and state income taxes. Determination of the tax cost that would be incurred upon monetization of the Company's foreign investments is not practicable; however, we do not believe it would be material. The following details the scheduled expiration dates of the Company's net operating loss and income tax credit carryforwards: In millions2024Through20332034Through2043IndefiniteTotalU.S. federal and non-U.S. NOLs$1 $225 $426 $652 State taxing jurisdiction NOLs (a)38 9 - 47 U.S. federal, non-U.S. and state tax credit carryforwards (a)82 3 97 182 Total$121 $237 $523 $881 Less: valuation allowance (a)(83)(220)(475)(778)Total, net$38 $17 $48 $103 (a) State amounts are presented net of federal benefit. **Current (2025):** The components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202420232022Earnings (loss)U.S.$(140)$129 $1,469 Non-U.S.287 253 42 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$147 $382 $1,511 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows: In millions202420232022Current tax provision (benefit)U.S. federal$(4)$157 $454 U.S. state and local20 16 56 Non-U.S.42 42 27 $58 $215 $537 Deferred tax provision (benefit)U.S. federal$(367)$(164)$(775)U.S. state and local(98)3 (39)Non-U.S.(8)5 41 $(473)$(156)$(773)Income tax provision (benefit)$(415)$59 $(236) The Company's deferred income tax provision (benefit) includes a $1 million expense, a $6 million benefit and an $3 million benefit for 2024, 2023 and 2022, respectively, for the effect of various changes in non-U.S. and U.S. federal and state tax rates. International Paper made income tax payments, net of refunds, of $394 million, $340 million and $345 million in 2024, 2023 and 2022, respectively. A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: In millions202420232022Earnings (loss) from continuingoperations before income taxesand equity earnings$147 $382 $1,511 Statutory U.S. income tax rate21 %21 %21 %Tax expense (benefit) using statutory U.S. income tax rate31 80 317 State and local income taxes(62)2 44 Impact of rate differential on non-U.S. permanent differences and earnings(26)(10)1 Foreign valuation allowance - - 45 Tax expense (benefit) on exchange of Sylvamo shares - - (56)Non-taxable income(4)(2)(2)Non-deductible business expenses21 7 2 Non-deductible impairments - - 16 Non-deductible compensation8 7 13 Tax audits - (4)6 Timber Monetization Audit Settlement - - (604)Foreign derived intangible income deduction - 2 (8)US tax on non-U.S. earnings (GILTI and Subpart F)32 - 27 Foreign tax credits7 8 8 General business and other tax credits(31)(38)(43)Tax expense (benefit) on equity earnings(1)(4)(1)Legal entity restructuring expense (benefit)(391)4 - Other, net1 7 (1)Income tax provision (benefit)$(415)$59 $(236)Effective income tax rate(282)%15 %(16)% A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: In millions202420232022Earnings (loss) from continuingoperations before income taxesand equity earnings$147 $382 $1,511 Statutory U.S. income tax rate21 %21 %21 %Tax expense (benefit) using statutory U.S. income tax rate31 80 317 State and local income taxes(62)2 44 Impact of rate differential on non-U.S. permanent differences and earnings(26)(10)1 Foreign valuation allowance - - 45 Tax expense (benefit) on exchange of Sylvamo shares - - (56)Non-taxable income(4)(2)(2)Non-deductible business expenses21 7 2 Non-deductible impairments - - 16 Non-deductible compensation8 7 13 Tax audits - (4)6 Timber Monetization Audit Settlement - - (604)Foreign derived intangible income deduction - 2 (8)US tax on non-U.S. earnings (GILTI and Subpart F)32 - 27 Foreign tax credits7 8 8 General business and other tax credits(31)(38)(43)Tax expense (benefit) on equity earnings(1)(4)(1)Legal entity restructuring expense (benefit)(391)4 - Other, net1 7 (1)Income tax provision (benefit)$(415)$59 $(236)Effective income tax rate(282)%15 %(16)% 77 77 77 Table of Contents Table of Contents The tax effects of significant temporary differences, representing deferred income tax assets and liabilities at December 31, 2024 and 2023, were as follows: In millions20242023Deferred income tax assets:Postretirement benefit accruals$72 $67 Pension obligations63 61 Tax credits183 182 Net operating and capital loss carryforwards1,181 699 Compensation reserves224 146 Lease obligations112 116 Environmental reserves131 114 Investments4 - Research and development expenditures240 162 Other203 157 Gross deferred income tax assets$2,413 $1,704 Less: valuation allowance (a)(1,201)(848)Net deferred income tax asset$1,212 $856 Deferred income tax liabilities:Intangibles$(133)$(141)Investments - 3 Right of use assets(112)(116)Plants, properties and equipment(1,528)(1,650)Forestlands, related installment sales, and investment in subsidiary(486)(485)Gross deferred income tax liabilities$(2,259)$(2,389)Net deferred income tax liability$(1,047)$(1,533)(a) The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was an increase of $353 million and a increase of $171 million, respectively. Deferred income tax assets and liabilities are recorded in the accompanying consolidated balance sheet under the captions Deferred charges and other assets and Deferred income taxes, respectively. The $486 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 14 - Variable Interest Entities). During 2024, the Company completed an internal legal entity restructuring for which a capital loss was recognized for U.S. federal and state income tax purposes resulting in a tax benefit of $416 million. The Company intends to carry back a portion of the loss to prior years and has set up a non-current receivable in the amount of $279 million. The remaining capital loss will be carried forward to offset future capital gains, and, as such, the Company recorded a deferred tax asset in the amount of $137 million for the year ended December 31, 2024.A reconciliation of the beginning and ending amount of unrecognized tax benefits recorded in Other Liabilities in the accompanying consolidated balance sheet for the years ended December 31, 2024, 2023 and 2022 is as follows: In millions202420232022Balance at January 1$(173)$(177)$(166)(Additions) reductions for tax positions related to current year(10)(13)(7)(Additions) for tax positions related to prior years(40)(11)(10)Reductions for tax positions related to prior years7 1 3 Settlements4 17 1 Expiration of statutes oflimitations6 11 1 Currency translation adjustment2 (1)1 Balance at December 31$(204)$(173)$(177)If the Company were to prevail on the unrecognized tax benefits recorded, substantially all of the balances at December 31, 2024, 2023 and 2022 would benefit the effective tax rate. Pending audit settlements and the expiration of statutes of limitation are not expected to reduce uncertain tax positions during the next twelve months. The Company accrues interest on unrecognized tax benefits as a component of interest expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company had approximately $50 million and $34 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2024 and 2023, respectively.The Company is currently subject to audits in the United States and other taxing jurisdictions around the world. Generally, tax years 2012 through 2023 remain open and subject to examination by the relevant tax authorities. The Company frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. On September 3, 2024, the Company received the Unagreed Revenue Agent Report from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination. The estimated net incremental tax liability associated with the proposed adjustments would be approximately $50 million. The Company disagrees with the proposed adjustments and initiated the administrative appeals process on October 30, 2024 with the filing of our Protest of the proposed adjustments. An unfavorable resolution in the administrative appeals process or future tax litigation could result in cash tax payments and could adversely impact the effective tax rate. The tax effects of significant temporary differences, representing deferred income tax assets and liabilities at December 31, 2024 and 2023, were as follows: In millions20242023Deferred income tax assets:Postretirement benefit accruals$72 $67 Pension obligations63 61 Tax credits183 182 Net operating and capital loss carryforwards1,181 699 Compensation reserves224 146 Lease obligations112 116 Environmental reserves131 114 Investments4 - Research and development expenditures240 162 Other203 157 Gross deferred income tax assets$2,413 $1,704 Less: valuation allowance (a)(1,201)(848)Net deferred income tax asset$1,212 $856 Deferred income tax liabilities:Intangibles$(133)$(141)Investments - 3 Right of use assets(112)(116)Plants, properties and equipment(1,528)(1,650)Forestlands, related installment sales, and investment in subsidiary(486)(485)Gross deferred income tax liabilities$(2,259)$(2,389)Net deferred income tax liability$(1,047)$(1,533)(a) The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was an increase of $353 million and a increase of $171 million, respectively. Deferred income tax assets and liabilities are recorded in the accompanying consolidated balance sheet under the captions Deferred charges and other assets and Deferred income taxes, respectively. The $486 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 14 - Variable Interest Entities). During 2024, the Company completed an internal legal entity restructuring for which a capital loss was recognized for U.S. federal and state income tax purposes resulting in a tax benefit of $416 million. The Company intends to carry back a portion of the loss to prior years and has set up a non-current receivable in the amount of $279 million. The remaining capital loss will be carried forward to offset future capital gains, and, as such, the Company recorded a deferred tax asset in the amount of $137 million for the year ended December 31, 2024.A reconciliation of the beginning and ending amount of unrecognized tax benefits recorded in Other Liabilities in the accompanying consolidated balance The tax effects of significant temporary differences, representing deferred income tax assets and liabilities at December 31, 2024 and 2023, were as follows: In millions20242023Deferred income tax assets:Postretirement benefit accruals$72 $67 Pension obligations63 61 Tax credits183 182 Net operating and capital loss carryforwards1,181 699 Compensation reserves224 146 Lease obligations112 116 Environmental reserves131 114 Investments4 - Research and development expenditures240 162 Other203 157 Gross deferred income tax assets$2,413 $1,704 Less: valuation allowance (a)(1,201)(848)Net deferred income tax asset$1,212 $856 Deferred income tax liabilities:Intangibles$(133)$(141)Investments - 3 Right of use assets(112)(116)Plants, properties and equipment(1,528)(1,650)Forestlands, related installment sales, and investment in subsidiary(486)(485)Gross deferred income tax liabilities$(2,259)$(2,389)Net deferred income tax liability$(1,047)$(1,533) (a) The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was an increase of $353 million and a increase of $171 million, respectively. Deferred income tax assets and liabilities are recorded in the accompanying consolidated balance sheet under the captions Deferred charges and other assets and Deferred income taxes, respectively. The $486 million of deferred tax liabilities for forestlands, related installment sales, and investment in subsidiary is attributable to a 2007 Temple-Inland installment sale of forestlands (see Note 14 - Variable Interest Entities). During 2024, the Company completed an internal legal entity restructuring for which a capital loss was recognized for U.S. federal and state income tax purposes resulting in a tax benefit of $416 million. The Company intends to carry back a portion of the loss to prior years and has set up a non-current receivable in the amount of $279 million. The remaining capital loss will be carried forward to offset future capital gains, and, as such, the Company recorded a deferred tax asset in the amount of $137 million for the year ended December 31, 2024. A reconciliation of the beginning and ending amount of unrecognized tax benefits recorded in Other Liabilities in the accompanying consolidated balance sheet for the years ended December 31, 2024, 2023 and 2022 is as follows: In millions202420232022Balance at January 1$(173)$(177)$(166)(Additions) reductions for tax positions related to current year(10)(13)(7)(Additions) for tax positions related to prior years(40)(11)(10)Reductions for tax positions related to prior years7 1 3 Settlements4 17 1 Expiration of statutes oflimitations6 11 1 Currency translation adjustment2 (1)1 Balance at December 31$(204)$(173)$(177)If the Company were to prevail on the unrecognized tax benefits recorded, substantially all of the balances at December 31, 2024, 2023 and 2022 would benefit the effective tax rate. Pending audit settlements and the expiration of statutes of limitation are not expected to reduce uncertain tax positions during the next twelve months. The Company accrues interest on unrecognized tax benefits as a component of interest expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company had approximately $50 million and $34 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2024 and 2023, respectively.The Company is currently subject to audits in the United States and other taxing jurisdictions around the world. Generally, tax years 2012 through 2023 remain open and subject to examination by the relevant tax authorities. The Company frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. On September 3, 2024, the Company received the Unagreed Revenue Agent Report from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination. The estimated net incremental tax liability associated with the proposed adjustments would be approximately $50 million. The Company disagrees with the proposed adjustments and initiated the administrative appeals process on October 30, 2024 with the filing of our Protest of the proposed adjustments. An unfavorable resolution in the administrative appeals process or future tax litigation could result in cash tax payments and could adversely impact the effective tax rate. sheet for the years ended December 31, 2024, 2023 and 2022 is as follows: In millions202420232022Balance at January 1$(173)$(177)$(166)(Additions) reductions for tax positions related to current year(10)(13)(7)(Additions) for tax positions related to prior years(40)(11)(10)Reductions for tax positions related to prior years7 1 3 Settlements4 17 1 Expiration of statutes oflimitations6 11 1 Currency translation adjustment2 (1)1 Balance at December 31$(204)$(173)$(177) If the Company were to prevail on the unrecognized tax benefits recorded, substantially all of the balances at December 31, 2024, 2023 and 2022 would benefit the effective tax rate. Pending audit settlements and the expiration of statutes of limitation are not expected to reduce uncertain tax positions during the next twelve months. The Company accrues interest on unrecognized tax benefits as a component of interest expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company had approximately $50 million and $34 million accrued for the payment of estimated interest and penalties associated with unrecognized tax benefits at December 31, 2024 and 2023, respectively. The Company is currently subject to audits in the United States and other taxing jurisdictions around the world. Generally, tax years 2012 through 2023 remain open and subject to examination by the relevant tax authorities. The Company frequently faces challenges regarding the amount of taxes due. These challenges include positions taken by the Company related to the timing, nature, and amount of deductions and the allocation of income among various tax jurisdictions. On September 3, 2024, the Company received the Unagreed Revenue Agent Report from the Internal Revenue Service relating to investment tax credits for the 2017-2019 years that currently are under examination. The estimated net incremental tax liability associated with the proposed adjustments would be approximately $50 million. The Company disagrees with the proposed adjustments and initiated the administrative appeals process on October 30, 2024 with the filing of our Protest of the proposed adjustments. An unfavorable resolution in the administrative appeals process or future tax litigation could result in cash tax payments and could adversely impact the effective tax rate. 78 78 78 Table of Contents Table of Contents The Organization for Economic Cooperation and Development has proposed a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"), and many countries, including countries in which we operate, have enacted or begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule became effective as of January 1, 2024 and did not have a material impact on the Company's effective tax rate. The second component is expected to go into effect in 2025.The Company provides for foreign withholding taxes and any applicable U.S. state income taxes on earnings intended to be repatriated from non-U.S. subsidiaries, which we believe will be limited in the future to each year's current earnings. No provision for these taxes on approximately $1.1 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2024 has been made, as these earnings are considered indefinitely invested. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted in a taxable manner is not practicable.If management decided to monetize the Company's foreign investments, we would recognize the tax cost related to the excess of the book value over the tax basis of those investments. This would include foreign withholding taxes and any applicable U.S. Federal and state income taxes. Determination of the tax cost that would be incurred upon monetization of the Company's foreign investments is not practicable; however, we do not believe it would be material.The following details the scheduled expiration dates of the Company's net operating loss and income tax credit and capital loss carryforwards: In millions2025Through20342035Through2044IndefiniteTotalU.S. federal and non-U.S. NOLs$3 $603 $397 $1,003 State taxing jurisdiction NOLs (a)28 9 - 37 U.S. federal, non-U.S. and state tax credit carryforwards (a)73 14 96 183 U.S. federal and state capital loss carryforwards (a)141 - - 141 Total$245 $626 $493 $1,364 Less: valuation allowance (a)(58)(612)(449)(1,119)Total, net$187 $14 $44 $245 (a) State amounts are presented net of federal benefit.NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIESGENERALThe Company is involved in various inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, that arise in the normal course of business. These matters may raise difficult and complicated legal issues and may be subject to many uncertainties and complexities. Moreover, some of these matters allege substantial or indeterminate monetary damages.International Paper reviews inquiries, administrative proceedings and litigation, including with respect to environmental matters, on an ongoing basis and establishes an estimated liability for specific legal proceedings and other loss contingencies when it determines that the likelihood of an unfavorable outcome is probable, and the amount of the loss can be reasonably estimated. In addition, if the likelihood of an unfavorable outcome with respect to material loss contingencies is reasonably possible and International Paper is able to determine an estimate of the possible loss or range of loss, whether in excess of a related accrued liability of where there is no accrued liability, International Paper will disclose the estimate of the possible loss or range of loss. When no amount in a range of loss is more likely than any other amount in the range, the low end of the range is used as the estimate of the possible loss. International Paper's assessment of whether a loss is probable is based on management's assessment of the ultimate outcome of the matter.Assessments of lawsuits and claims and the estimates reflected herein, are subject to significant judgments about future events, rely heavily on estimates and assumptions, and are otherwise subject to significant known and unknown uncertainties. The matters underlying such estimates may change from time to time and actual losses may vary significantly from current estimates. Additionally, the estimated liability for loss contingencies does not include matters or losses that are not reasonably estimable and probable.Based on information currently known to International Paper, management believes that loss contingencies arising from pending matters, including the matters described herein, will not have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in such matters, some of which are beyond the Company's control, and the large or The Organization for Economic Cooperation and Development has proposed a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"), and many countries, including countries in which we operate, have enacted or begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule became effective as of January 1, 2024 and did not have a material impact on the Company's effective tax rate. The second component is expected to go into effect in 2025.The Company provides for foreign withholding taxes and any applicable U.S. state income taxes on earnings intended to be repatriated from non-U.S. subsidiaries, which we believe will be limited in the future to each year's current earnings. No provision for these taxes on approximately $1.1 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2024 has been made, as these earnings are considered indefinitely invested. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted in a taxable manner is not practicable.If management decided to monetize the Company's foreign investments, we would recognize the tax cost related to the excess of the book value over the tax basis of those investments. This would include foreign withholding taxes and any applicable U.S. Federal and state income taxes. Determination of the tax cost that would be incurred upon monetization of the Company's foreign investments is not practicable; however, we do not believe it would be material.The following details the scheduled expiration dates of the Company's net operating loss and income tax credit and capital loss carryforwards: In millions2025Through20342035Through2044IndefiniteTotalU.S. federal and non-U.S. NOLs$3 $603 $397 $1,003 State taxing jurisdiction NOLs (a)28 9 - 37 U.S. federal, non-U.S. and state tax credit carryforwards (a)73 14 96 183 U.S. federal and state capital loss carryforwards (a)141 - - 141 Total$245 $626 $493 $1,364 Less: valuation allowance (a)(58)(612)(449)(1,119)Total, net$187 $14 $44 $245 (a) State amounts are presented net of federal benefit. The Organization for Economic Cooperation and Development has proposed a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"), and many countries, including countries in which we operate, have enacted or begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule became effective as of January 1, 2024 and did not have a material impact on the Company's effective tax rate. The second component is expected to go into effect in 2025. The Company provides for foreign withholding taxes and any applicable U.S. state income taxes on earnings intended to be repatriated from non-U.S. subsidiaries, which we believe will be limited in the future to each year's current earnings. No provision for these taxes on approximately $1.1 billion of undistributed earnings of non-U.S. subsidiaries as of December 31, 2024 has been made, as these earnings are considered indefinitely invested. Determination of the amount of taxes that might be paid on these undistributed earnings if eventually remitted in a taxable manner is not practicable. If management decided to monetize the Company's foreign investments, we would recognize the tax cost related to the excess of the book value over the tax basis of those investments. This would include foreign withholding taxes and any applicable U.S. Federal and state income taxes. Determination of the tax cost that would be incurred upon monetization of the Company's foreign investments is not practicable; however, we do not believe it would be material. The following details the scheduled expiration dates of the Company's net operating loss and income tax credit and capital loss carryforwards: In millions2025Through20342035Through2044IndefiniteTotalU.S. federal and non-U.S. NOLs$3 $603 $397 $1,003 State taxing jurisdiction NOLs (a)28 9 - 37 U.S. federal, non-U.S. and state tax credit carryforwards (a)73 14 96 183 U.S. federal and state capital loss carryforwards (a)141 - - 141 Total$245 $626 $493 $1,364 Less: valuation allowance (a)(58)(612)(449)(1,119)Total, net$187 $14 $44 $245 (a) State amounts are presented net of federal benefit. NOTE 13 COMMITMENTS AND CONTINGENT LIABILITIESGENERALThe Company is involved in various inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, that arise in the normal course of business. These matters may raise difficult and complicated legal issues and may be subject to many uncertainties and complexities. Moreover, some of these matters allege substantial or indeterminate monetary damages.International Paper reviews inquiries, administrative proceedings and litigation, including with respect to environmental matters, on an ongoing basis and establishes an estimated liability for specific legal proceedings and other loss contingencies when it determines that the likelihood of an unfavorable outcome is probable, and the amount of the loss can be reasonably estimated. In addition, if the likelihood of an unfavorable outcome with respect to material loss contingencies is reasonably possible and International Paper is able to determine an estimate of the possible loss or range of loss, whether in excess of a related accrued liability of where there is no accrued liability, International Paper will disclose the estimate of the possible loss or range of loss. When no amount in a range of loss is more likely than any other amount in the range, the low end of the range is used as the estimate of the possible loss. International Paper's assessment of whether a loss is probable is based on management's assessment of the ultimate outcome of the matter.Assessments of lawsuits and claims and the estimates reflected herein, are subject to significant judgments about future events, rely heavily on estimates and assumptions, and are otherwise subject to significant known and unknown uncertainties. The matters underlying such estimates may change from time to time and actual losses may vary significantly from current estimates. Additionally, the estimated liability for loss contingencies does not include matters or losses that are not reasonably estimable and probable.Based on information currently known to International Paper, management believes that loss contingencies arising from pending matters, including the matters described herein, will not have a material adverse effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in such matters, some of which are beyond the Company's control, and the large or --- ## Modified: NOTE 9 LEASES **Key changes:** - Reworded sentence: "The Company's leases have remaining lease terms of up to 29 years." **Prior (2024):** International Paper leases various real estate, including certain operating facilities, warehouses, office space and land. The Company also leases material handling equipment, vehicles, and certain other equipment. The Company's leases have remaining lease terms of up to 30 years. **Current (2025):** International Paper leases various real estate, including certain operating facilities, warehouses, office space and land. The Company also leases material handling equipment, vehicles, and certain other equipment. The Company's leases have remaining lease terms of up to 29 years. --- ## Modified: ACCOUNTS AND NOTES RECEIVABLE **Key changes:** - Reworded sentence: "Accounts and notes receivable, net, by classification were: In millions at December 3120242023Accounts and notes receivable:Trade (less allowances of $30 in 2024 and $34 in 2023)$2,703 $2,841 Other263 218 Total$2,966 $3,059 Trade (less allowances of $30 in 2024 and $34 in 2023)" **Prior (2024):** Accounts and notes receivable, net, by classification were: In millions at December 3120232022Accounts and notes receivable:Trade (less allowances of $34 in 2023 and $31 in 2022)$2,841 $3,064 Other218 220 Total$3,059 $3,284 Trade (less allowances of $34 in 2023 and $31 in 2022) **Current (2025):** Accounts and notes receivable, net, by classification were: In millions at December 3120242023Accounts and notes receivable:Trade (less allowances of $30 in 2024 and $34 in 2023)$2,703 $2,841 Other263 218 Total$2,966 $3,059 Trade (less allowances of $30 in 2024 and $34 in 2023) --- ## Modified: CONSOLIDATED STATEMENT OF CHANGES IN EQUITY **Key changes:** - Reworded sentence: "In millionsCommon Stock IssuedPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Common Stock Held In Treasury, At CostTotal EquityBALANCE, JANUARY 1, 2022$449 $4,668 $9,029 $(1,666)$3,398 $9,082 Issuance of stock for various plans, net - 57 - - (75)132 Repurchase of stock - - - - 1,284 (1,284)Dividends ($1.850 per share) - - (678) - - (678)Comprehensive income (loss) - - 1,504 (259) - 1,245 BALANCE, DECEMBER 31, 2022449 4,725 9,855 (1,925)4,607 8,497 Issuance of stock for various plans, net - 5 - - (77)82 Repurchase of stock - - - - 220 (220)Dividends ($1.850 per share) - - (652) - - (652)Comprehensive income (loss) - - 288 360 - 648 BALANCE, DECEMBER 31, 2023449 4,730 9,491 (1,565)4,750 8,355 Issuance of stock for various plans, net - 2 - - (94)96 Repurchase of stock - - - - 23 (23)Dividends ($1.850 per share) - - (655) - - (655)Comprehensive income (loss) - - 557 (157) - 400 BALANCE, DECEMBER 31, 2024$449 $4,732 $9,393 $(1,722)$4,679 $8,173 Dividends ($1.850 per share) Dividends ($1.850 per share)" **Prior (2024):** In millionsCommon Stock IssuedPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Common Stock Held In Treasury, At CostTotal International Paper Shareholders' EquityNoncontrolling InterestsTotal EquityBALANCE, JANUARY 1, 2021$449 $6,325 $8,070 $(4,342)$2,648 $7,854 $14 $7,868 Sylvamo Corporation spin-off - (1,729) - 1,773 - 44 (1)43 Issuance of stock for various plans, net - 54 - - (89)143 - 143 Repurchase of stock - - - - 839 (839) - (839)Dividends ($2.000 per share) - - (793) - - (793) - (793)Transactions of equity method investees - 18 - - - 18 - 18 Divestiture of noncontrolling interests - - - - - - (13)(13)Comprehensive income (loss) - - 1,752 903 - 2,655 - 2,655 BALANCE, DECEMBER 31, 2021449 4,668 9,029 (1,666)3,398 9,082 - 9,082 Issuance of stock for various plans, net - 57 - - (75)132 - 132 Repurchase of stock - - - - 1,284 (1,284) - (1,284)Dividends ($1.850 per share) - - (678) - - (678) - (678)Comprehensive income (loss) - - 1,504 (259) - 1,245 - 1,245 BALANCE, DECEMBER 31, 2022449 4,725 9,855 (1,925)4,607 8,497 - 8,497 Issuance of stock for various plans, net - 5 - - (77)82 - 82 Repurchase of stock - - - - 220 (220) - (220)Dividends ($1.850 per share) - - (652) - - (652) - (652)Comprehensive income (loss) - - 288 360 - 648 - 648 BALANCE, DECEMBER 31, 2023$449 $4,730 $9,491 $(1,565)$4,750 $8,355 $ - $8,355 Dividends ($2.000 per share) Dividends ($1.850 per share) **Current (2025):** In millionsCommon Stock IssuedPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Common Stock Held In Treasury, At CostTotal EquityBALANCE, JANUARY 1, 2022$449 $4,668 $9,029 $(1,666)$3,398 $9,082 Issuance of stock for various plans, net - 57 - - (75)132 Repurchase of stock - - - - 1,284 (1,284)Dividends ($1.850 per share) - - (678) - - (678)Comprehensive income (loss) - - 1,504 (259) - 1,245 BALANCE, DECEMBER 31, 2022449 4,725 9,855 (1,925)4,607 8,497 Issuance of stock for various plans, net - 5 - - (77)82 Repurchase of stock - - - - 220 (220)Dividends ($1.850 per share) - - (652) - - (652)Comprehensive income (loss) - - 288 360 - 648 BALANCE, DECEMBER 31, 2023449 4,730 9,491 (1,565)4,750 8,355 Issuance of stock for various plans, net - 2 - - (94)96 Repurchase of stock - - - - 23 (23)Dividends ($1.850 per share) - - (655) - - (655)Comprehensive income (loss) - - 557 (157) - 400 BALANCE, DECEMBER 31, 2024$449 $4,732 $9,393 $(1,722)$4,679 $8,173 Dividends ($1.850 per share) Dividends ($1.850 per share) --- ## Modified: Segment Reporting **Key changes:** - Reworded sentence: "Amendments are required to be applied retrospectively to all prior periods presented in the financial statements." - Added sentence: "Income TaxesIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information." - Added sentence: "This guidance is effective for annual reporting periods beginning after December 15, 2024." - Added sentence: "Early adoption of these amendments is permitted and amendments should be applied prospectively." - Added sentence: "The Company plans to adopt this guidance as of January 1, 2025 and will update disclosures within the Company's 2025 annual filing." **Prior (2024):** In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This guidance requires companies to disclose incremental segment information on an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023 and interim periods within those years beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance. **Current (2025):** In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This guidance requires companies to disclose incremental segment information on an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023 and interim periods within those years beginning after December 15, 2024. Amendments are required to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this guidance as of January 1, 2024 which only impacted the related disclosure - see Note 20 - Financial Information by Business Segment and Geographic Area. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDDisaggregation of Income Statement ExpensesIn November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." This guidance requires companies to provide more detailed information of certain income statement expenses within the footnotes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the provisions of this guidance. Income TaxesIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied prospectively. The Company plans to adopt this guidance as of January 1, 2025 and will update disclosures within the Company's 2025 annual filing. --- ## Modified: We are subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements, could impact our business and results of operations. **Key changes:** - Reworded sentence: "As a publicly listed company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the listing requirements of the NYSE." - Removed sentence: "Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, GHGs, and the availability of energy and water resources." - Removed sentence: "These risks include the potentially adverse impact on forestlands, which are a key resource in the production of our products, increased product costs and changes in the types of products that customers purchase." - Reworded sentence: "We could also incur substantial fines or sanctions, enforcement actions (including orders limiting operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law." - Removed sentence: "Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, GHGs, and the availability of energy and water resources." **Prior (2024):** WE ARE SUBJECT TO A WIDE VARIETY OF LAWS, REGULATIONS AND OTHER GOVERNMENT REQUIREMENTS THAT MAY CHANGE IN SIGNIFICANT WAYS, AND THE COST OF COMPLIANCE WITH SUCH REQUIREMENTS, OR THE FAILURE TO COMPLY WITH SUCH REQUIREMENTS, COULD IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS. Our operations are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and other government requirements - including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our operations and objectives or affect our returns on investments by restricting existing activities and products, or subjecting us to increased costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could adversely affect our reputation, and financial results or result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability.For example, as part of our business, we are subject to increasingly stringent federal, state, local and international laws governing the protection of the environment. We have incurred, and expect to continue to incur, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. Additionally, new environmental laws, regulations or other requirements to address GHG emissions or climate change may cause us to incur additional compliance costs, including costs that we are unable to predict at the current time. Moreover, there has historically been, and may continue to be, a lack of consistency between jurisdictions regarding legal requirements with respect to climate and GHG emission matters, which has created and may continue to create economic and regulatory uncertainty. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where we have been identified as a potentially responsible party. Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, GHGs, and the availability of energy and water resources. These risks include the potentially adverse impact on forestlands, which are a key resource in the production of our products, increased product costs and changes in the types of products that customers purchase. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting our operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances.Our global operations subject us to complex and evolving U.S and international data privacy laws and regulations, such as European's Union General Data litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability. For example, as part of our business, we are subject to increasingly stringent federal, state, local and international laws governing the protection of the environment. We have incurred, and expect to continue to incur, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. Additionally, new environmental laws, regulations or other requirements to address GHG emissions or climate change may cause us to incur additional compliance costs, including costs that we are unable to predict at the current time. Moreover, there has historically been, and may continue to be, a lack of consistency between jurisdictions regarding legal requirements with respect to climate and GHG emission matters, which has created and may continue to create economic and regulatory uncertainty. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where we have been identified as a potentially responsible party. Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, GHGs, and the availability of energy and water resources. These risks include the potentially adverse impact on forestlands, which are a key resource in the production of our products, increased product costs and changes in the types of products that customers purchase. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting our operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances. Our global operations subject us to complex and evolving U.S and international data privacy laws and regulations, such as European's Union General Data 20 20 20 Table of Contents Table of Contents Protection Regulation, China's Personal Information Protection Law and comprehensive privacy laws in many states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and requirements on our data collection, use and processing activities.This increasingly restrictive and evolving regulatory environment at the international, federal and state level related to data privacy and data protection may continue to require changes to our business practices and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to our business practices, data processing and security systems, penalties, increased operating costs or other impacts on our businesses. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. We proactively use internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify our data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results.We are subject to taxes in the U.S. and various foreign jurisdictions, and changes in laws, regulation or interpretation of existing laws and regulations in the U.S. and other jurisdictions where we are subject to taxation, could increase our taxes and have an adverse effect on our financial results. For example, the Organization for Economic Cooperation and Development ("OECD") has proposed a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"), and many countries (including countries in which we operate) have enacted or begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule is expected to begin applying in 2024, with the second component expected to go into effect in 2025. While we do not currently expect the Pillar Two rule to have a material impact on our effective tax rate, our analysis is ongoing as the OECD continues to release guidance and as countries begin implementing legislation. Future developments could change our current assessment, and it is possible that the Pillar Two rule could adversely impact our effective tax rate in future periods.In addition, the application of tax law is subject to interpretation and to audit by taxing authorities. Additionally, administrative guidance can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe the positions reported by the Company comply with relevant tax laws and regulations, taxing authorities could interpret our application of certain laws and regulations differently. We are currently subject to tax audits in the U.S. and other taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal, assessments by taxing authorities in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties. As with many technological innovations, artificial intelligence ("AI") presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to artificial intelligence may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use Protection Regulation, China's Personal Information Protection Law and comprehensive privacy laws in many states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and requirements on our data collection, use and processing activities.This increasingly restrictive and evolving regulatory environment at the international, federal and state level related to data privacy and data protection may continue to require changes to our business practices and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to our business practices, data processing and security systems, penalties, increased operating costs or other impacts on our businesses. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. We proactively use internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify our data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results. Protection Regulation, China's Personal Information Protection Law and comprehensive privacy laws in many states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and requirements on our data collection, use and processing activities. This increasingly restrictive and evolving regulatory environment at the international, federal and state level related to data privacy and data protection may continue to require changes to our business practices and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to our business practices, data processing and security systems, penalties, increased operating costs or other impacts on our businesses. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. We proactively use internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify our data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results. We are subject to taxes in the U.S. and various foreign jurisdictions, and changes in laws, regulation or interpretation of existing laws and regulations in the U.S. and other jurisdictions where we are subject to taxation, could increase our taxes and have an adverse effect on our financial results. For example, the Organization for Economic Cooperation and Development ("OECD") has proposed a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"), and many countries (including countries in which we operate) have enacted or begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule is expected to begin applying in 2024, with the second component expected to go into effect in 2025. While we do not currently expect the Pillar Two rule to have a material impact on our effective tax rate, our analysis is ongoing as the OECD continues to release guidance and as countries begin implementing legislation. Future developments could change our current assessment, and it is possible that the Pillar Two rule could adversely impact our effective tax rate in future periods.In addition, the application of tax law is subject to interpretation and to audit by taxing authorities. Additionally, administrative guidance can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe the positions reported by the Company comply with relevant tax laws and regulations, taxing authorities could interpret our application of certain laws and regulations differently. We are currently subject to tax audits in the U.S. and other taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal, assessments by taxing authorities in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties. As with many technological innovations, artificial intelligence ("AI") presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to artificial intelligence may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use We are subject to taxes in the U.S. and various foreign jurisdictions, and changes in laws, regulation or interpretation of existing laws and regulations in the U.S. and other jurisdictions where we are subject to taxation, could increase our taxes and have an adverse effect on our financial results. For example, the Organization for Economic Cooperation and Development ("OECD") has proposed a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"), and many countries (including countries in which we operate) have enacted or begun the process of enacting laws adopting the Pillar Two rule. The first component of the Pillar Two rule is expected to begin applying in 2024, with the second component expected to go into effect in 2025. While we do not currently expect the Pillar Two rule to have a material impact on our effective tax rate, our analysis is ongoing as the OECD continues to release guidance and as countries begin implementing legislation. Future developments could change our current assessment, and it is possible that the Pillar Two rule could adversely impact our effective tax rate in future periods. In addition, the application of tax law is subject to interpretation and to audit by taxing authorities. Additionally, administrative guidance can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe the positions reported by the Company comply with relevant tax laws and regulations, taxing authorities could interpret our application of certain laws and regulations differently. We are currently subject to tax audits in the U.S. and other taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal, assessments by taxing authorities in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties. As with many technological innovations, artificial intelligence ("AI") presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to artificial intelligence may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use 21 21 21 Table of Contents Table of Contents of AI challenging. These requirements may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or limit our use of AI. If our use of AI is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.RESULTS OF LEGAL PROCEEDINGS COULD HAVE A MATERIAL EFFECT ON OUR CONSOLIDATED FINANCIAL RESULTS. We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with our legal, regulatory or governmental proceedings or other loss contingencies, or if we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data for further information. IF THE SPIN-OFF OF SYLVAMO CORPORATION WERE TO FAIL TO QUALIFY FOR NON-RECOGNITION TREATMENT FOR U.S. FEDERAL INCOME TAX PURPOSES, THEN INTERNATIONAL PAPER AND OUR SHAREHOLDERS MAY BE SUBJECT TO SIGNIFICANT U.S. FEDERAL INCOME TAXES. The Company received an opinion of tax counsel and a private letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free to Sylvamo, the Company and the shareholders of the Company for U.S. federal income tax purposes. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, the Company's tax counsel and the IRS relied on certain representations and covenants delivered by the Company and Sylvamo in rendering such opinion and private letter ruling. If any of the representations or covenants relied upon for the tax opinion or private letter ruling become inaccurate, incomplete or not complied with by the Company, Sylvamo or any of their respective subsidiaries, the tax opinion may be invalid and the conclusions reached therein could be jeopardized. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated as a taxable dividend or capital gain to the Company's shareholders for U.S. federal income tax purposes, and the Company could incur significant U.S. federal income tax liabilities. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between the Company and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify the Company for any such tax liability.Even if the spin-off otherwise qualifies for non-recognition of gain or loss under Section 355 of the U.S. Tax Code, the spin-off may be taxable to the Company (but not the shareholders of the Company) pursuant to Section 355(e) of the Code if there is a 50% or more (by vote or value) change in ownership of either the Company or Sylvamo, directly or indirectly, as part of a plan or series of related transactions that include the spin-off. For this purpose, any acquisitions of the Company's or Sylvamo's common stock within two years before or after the spin-off are presumed to be part of such a plan, although the Company or Sylvamo may be able to rebut that presumption based on either applicable facts and circumstances or a "safe harbor" described in the U.S. tax regulations.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 1C. CYBERSECURITYRISK MANAGEMENT AND STRATEGYThe Company's cybersecurity risk management processes are integrated into the Company's overall risk management system. The Company has a formalized enterprise risk management program overseen by the Board of Directors and committees of the Board of Directors that addresses strategic, operational, financial, compliance, legal and information technologies and cybersecurity risks. In addition, the Enterprise Risk Management Council ("ERM Council") is a management-level team comprised of senior vice presidents and other business leaders responsible for managing enterprise risks and planning and organizing the activities of our organization to minimize the effects of risk on the Company's business and financial results. The ERM Council regularly reports to the Board of Directors on areas of risk and risk management. The Chief Financial Officer serves as the ERM Council Lead. The Chief Audit Executive serves as the ERM Council Process Owner. The Company has an Information Technology ("IT") Risk Governance Program that aligns with the of AI challenging. These requirements may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or limit our use of AI. If our use of AI is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.RESULTS OF LEGAL PROCEEDINGS COULD HAVE A MATERIAL EFFECT ON OUR CONSOLIDATED FINANCIAL RESULTS. We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with our legal, regulatory or governmental proceedings or other loss contingencies, or if we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data for further information. IF THE SPIN-OFF OF SYLVAMO CORPORATION WERE TO FAIL TO QUALIFY FOR NON-RECOGNITION TREATMENT FOR U.S. FEDERAL INCOME TAX PURPOSES, THEN INTERNATIONAL PAPER AND OUR SHAREHOLDERS MAY BE SUBJECT TO SIGNIFICANT U.S. FEDERAL INCOME TAXES. The Company received an opinion of tax counsel and a private letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free to Sylvamo, the Company and the shareholders of the Company for U.S. federal income tax purposes. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, the Company's tax counsel and the IRS relied on certain representations and covenants delivered by the Company and Sylvamo in rendering such opinion and private letter ruling. If any of the representations or covenants relied upon for the tax opinion or private letter ruling become inaccurate, incomplete or not complied with by the Company, Sylvamo or any of their respective subsidiaries, the tax opinion may be invalid and the conclusions reached therein could be jeopardized. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated as a taxable dividend or capital gain to the Company's of AI challenging. These requirements may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or limit our use of AI. If our use of AI is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations. RESULTS OF LEGAL PROCEEDINGS COULD HAVE A MATERIAL EFFECT ON OUR CONSOLIDATED FINANCIAL RESULTS. We are a party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters. In addition, we are and may become subject to other loss contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances and occurrences. Should an unfavorable outcome occur in connection with our legal, regulatory or governmental proceedings or other loss contingencies, or if we become subject to any such loss contingencies in the future, there could be a material adverse impact on our financial results. See Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data for further information. IF THE SPIN-OFF OF SYLVAMO CORPORATION WERE TO FAIL TO QUALIFY FOR NON-RECOGNITION TREATMENT FOR U.S. FEDERAL INCOME TAX PURPOSES, THEN INTERNATIONAL PAPER AND OUR SHAREHOLDERS MAY BE SUBJECT TO SIGNIFICANT U.S. FEDERAL INCOME TAXES. The Company received an opinion of tax counsel and a private letter ruling from the U.S. Internal Revenue Service (the "IRS") regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free to Sylvamo, the Company and the shareholders of the Company for U.S. federal income tax purposes. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, the Company's tax counsel and the IRS relied on certain representations and covenants delivered by the Company and Sylvamo in rendering such opinion and private letter ruling. If any of the representations or covenants relied upon for the tax opinion or private letter ruling become inaccurate, incomplete or not complied with by the Company, Sylvamo or any of their respective subsidiaries, the tax opinion may be invalid and the conclusions reached therein could be jeopardized. If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated as a taxable dividend or capital gain to the Company's shareholders for U.S. federal income tax purposes, and the Company could incur significant U.S. federal income tax liabilities. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between the Company and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify the Company for any such tax liability.Even if the spin-off otherwise qualifies for non-recognition of gain or loss under Section 355 of the U.S. Tax Code, the spin-off may be taxable to the Company (but not the shareholders of the Company) pursuant to Section 355(e) of the Code if there is a 50% or more (by vote or value) change in ownership of either the Company or Sylvamo, directly or indirectly, as part of a plan or series of related transactions that include the spin-off. For this purpose, any acquisitions of the Company's or Sylvamo's common stock within two years before or after the spin-off are presumed to be part of such a plan, although the Company or Sylvamo may be able to rebut that presumption based on either applicable facts and circumstances or a "safe harbor" described in the U.S. tax regulations.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 1C. CYBERSECURITYRISK MANAGEMENT AND STRATEGYThe Company's cybersecurity risk management processes are integrated into the Company's overall risk management system. The Company has a formalized enterprise risk management program overseen by the Board of Directors and committees of the Board of Directors that addresses strategic, operational, financial, compliance, legal and information technologies and cybersecurity risks. In addition, the Enterprise Risk Management Council ("ERM Council") is a management-level team comprised of senior vice presidents and other business leaders responsible for managing enterprise risks and planning and organizing the activities of our organization to minimize the effects of risk on the Company's business and financial results. The ERM Council regularly reports to the Board of Directors on areas of risk and risk management. The Chief Financial Officer serves as the ERM Council Lead. The Chief Audit Executive serves as the ERM Council Process Owner. The Company has an Information Technology ("IT") Risk Governance Program that aligns with the shareholders for U.S. federal income tax purposes, and the Company could incur significant U.S. federal income tax liabilities. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between the Company and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify the Company for any such tax liability. Even if the spin-off otherwise qualifies for non-recognition of gain or loss under Section 355 of the U.S. Tax Code, the spin-off may be taxable to the Company (but not the shareholders of the Company) pursuant to Section 355(e) of the Code if there is a 50% or more (by vote or value) change in ownership of either the Company or Sylvamo, directly or indirectly, as part of a plan or series of related transactions that include the spin-off. For this purpose, any acquisitions of the Company's or Sylvamo's common stock within two years before or after the spin-off are presumed to be part of such a plan, although the Company or Sylvamo may be able to rebut that presumption based on either applicable facts and circumstances or a "safe harbor" described in the U.S. tax regulations. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY **Current (2025):** As a publicly listed company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the listing requirements of the NYSE. By virtue of our secondary listing on the LSE, we are now subject to the listing requirements of the LSE, the Market Abuse Regulation and Disclosure Guidance and Transparency Rules. The Exchange Act requires that we file annual and other reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Any failure to maintain effective controls or any difficulties encountered implementing required new or improved controls could cause us to fail to meet our reporting obligations, which could have a material adverse effect on our business and the trading price of our common stock. Our operations are subject to regulation under a wide variety of domestic and international laws, regulations and other government requirements, including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our respective operations and objectives or affect our respective returns on investments by restricting existing activities and products or increasing costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could have an adverse effect on our reputation and financial results or may result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability. We are subject to increasingly stringent federal, state, local and international laws governing the protection of the environment that continue to evolve as new guidance is provided by regulatory and governing bodies and as pending or future litigation is resolved. The changing laws, regulations and standards relating to corporate governance, ESG matters and public disclosures in various jurisdictions create uncertainty for public companies, increase legal and compliance costs and make activities more time consuming. We have incurred, and, following completion of our business combination with DS Smith, expect to continue to incur and invest resources, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. These investments may lead to higher operating expenses as the cost of compliance increases. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where we have been identified as a potentially responsible party. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances. Additionally, if our compliance efforts with new applicable laws, regulations, and standards do not align with the expectations of regulatory or governing bodies due to ambiguities in their application and implementation, or if they differ from interpretations arising from related litigation, we may face legal actions. This could negatively impact our business, financial condition, operational results, and cash flow. Our global operations are subject to complex and evolving domestic and international data privacy laws and regulations, such as the European Union's General Data Protection Regulation, the UK's General Data Protection Regulation, any supplemental applicable European Union member state or UK national data protection laws, China's Personal Information Protection Law and comprehensive privacy laws in many U.S. states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance, including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and consuming. We have incurred, and, following completion of our business combination with DS Smith, expect to continue to incur and invest resources, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. These investments may lead to higher operating expenses as the cost of compliance increases. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where we have been identified as a potentially responsible party. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances. Additionally, if our compliance efforts with new applicable laws, regulations, and standards do not align with the expectations of regulatory or governing bodies due to ambiguities in their application and implementation, or if they differ from interpretations arising from related litigation, we may face legal actions. This could negatively impact our business, financial condition, operational results, and cash flow. Our global operations are subject to complex and evolving domestic and international data privacy laws and regulations, such as the European Union's General Data Protection Regulation, the UK's General Data Protection Regulation, any supplemental applicable European Union member state or UK national data protection laws, China's Personal Information Protection Law and comprehensive privacy laws in many U.S. states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance, including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and 21 21 21 Table of Contents Table of Contents requirements on data collection, use and processing activities. This increasingly restrictive and evolving global regulatory environment related to data privacy and data protection may continue to require changes to our business practices, and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to business practices, data processing and security systems, penalties, increased operating costs or other impacts on our business. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. We use internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and policies, procedures and practices will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could cause reputational harm and loss of consumer confidence and subject us to government enforcement actions (including fines), or result in private litigation, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results. We are also exposed to the risk of changes in tax law and tax rates in a number of jurisdictions. The costs associated to comply with these laws and regulations are substantial and possible future laws and regulations or changes to existing laws and regulations (including the imposition of higher taxes) could require us to incur additional expenses or capital expenditures or result in restrictions on or suspensions of operations. For example, the Organization for Economic Cooperation and Development (the "OECD"), the EU and various countries (including countries in which we operate) have enacted or committed to enact a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"). In many of the countries implementing the Pillar Two rule, the first component of the Pillar Two rule became effective in 2024, with the second component expected to come into effect in 2025. It is possible that the Pillar Two rule could adversely impact our effective tax rate in future periods. Additionally, administrative guidance with respect to tax law can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe our reported positions comply with relevant tax laws and regulations, taxing authorities could interpret the application of certain laws and regulations differently. We have been and continue to be subject to tax audits in various taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal, assessments by taxing authorities, including in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties. As with many technological innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with international laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on May 21, 2024, the Council of the European Union adopted the EU AI Act, regulating the developments and deployment of AI systems. The EU AI Act imposes obligations on transparency, risk management and data governance for AI systems, particularly those classified as high risk, with significant fines for noncompliance. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use of AI challenging. These requirements may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or limit AI usage, which may lead to inefficiencies or competitive disadvantages.Material disruptions at one of our manufacturing facilities could negatively impact financial results. We operate facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption. A material disruption at our corporate headquarters, a manufacturing facility or key mill could prevent us from meeting customer demand, reduce sales and/or negatively impact our financial condition. Any of our manufacturing facilities requirements on data collection, use and processing activities. This increasingly restrictive and evolving global regulatory environment related to data privacy and data protection may continue to require changes to our business practices, and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to business practices, data processing and security systems, penalties, increased operating costs or other impacts on our business. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. We use internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and policies, procedures and practices will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could cause reputational harm and loss of consumer confidence and subject us to government enforcement actions (including fines), or result in private litigation, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results. We are also exposed to the risk of changes in tax law and tax rates in a number of jurisdictions. The costs associated to comply with these laws and regulations are substantial and possible future laws and regulations or changes to existing laws and regulations (including the imposition of higher taxes) could require us to incur additional expenses or capital expenditures or result in restrictions on or suspensions of operations. For example, the Organization for Economic Cooperation and Development (the "OECD"), the EU and various countries (including countries in which we operate) have enacted or committed to enact a 15% global minimum tax applied on a country-by-country basis requirements on data collection, use and processing activities. This increasingly restrictive and evolving global regulatory environment related to data privacy and data protection may continue to require changes to our business practices, and give rise to significantly expanded compliance burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to business practices, data processing and security systems, penalties, increased operating costs or other impacts on our business. Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. We use internal and external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary, modify data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and policies, procedures and practices will prevent the improper handling of, disclosure of or access to personal data. Improper handling and disclosure of or access to personal data in violation of other data privacy and protection laws could cause reputational harm and loss of consumer confidence and subject us to government enforcement actions (including fines), or result in private litigation, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results. We are also exposed to the risk of changes in tax law and tax rates in a number of jurisdictions. The costs associated to comply with these laws and regulations are substantial and possible future laws and regulations or changes to existing laws and regulations (including the imposition of higher taxes) could require us to incur additional expenses or capital expenditures or result in restrictions on or suspensions of operations. For example, the Organization for Economic Cooperation and Development (the "OECD"), the EU and various countries (including countries in which we operate) have enacted or committed to enact a 15% global minimum tax applied on a country-by-country basis (the "Pillar Two rule"). In many of the countries implementing the Pillar Two rule, the first component of the Pillar Two rule became effective in 2024, with the second component expected to come into effect in 2025. It is possible that the Pillar Two rule could adversely impact our effective tax rate in future periods. Additionally, administrative guidance with respect to tax law can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe our reported positions comply with relevant tax laws and regulations, taxing authorities could interpret the application of certain laws and regulations differently. We have been and continue to be subject to tax audits in various taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal, assessments by taxing authorities, including in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties. As with many technological innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with international laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on May 21, 2024, the Council of the European Union adopted the EU AI Act, regulating the developments and deployment of AI systems. The EU AI Act imposes obligations on transparency, risk management and data governance for AI systems, particularly those classified as high risk, with significant fines for noncompliance. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use of AI challenging. These requirements may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or limit AI usage, which may lead to inefficiencies or competitive disadvantages.Material disruptions at one of our manufacturing facilities could negatively impact financial results. We operate facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption. A material disruption at our corporate headquarters, a manufacturing facility or key mill could prevent us from meeting customer demand, reduce sales and/or negatively impact our financial condition. Any of our manufacturing facilities (the "Pillar Two rule"). In many of the countries implementing the Pillar Two rule, the first component of the Pillar Two rule became effective in 2024, with the second component expected to come into effect in 2025. It is possible that the Pillar Two rule could adversely impact our effective tax rate in future periods. Additionally, administrative guidance with respect to tax law can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe our reported positions comply with relevant tax laws and regulations, taxing authorities could interpret the application of certain laws and regulations differently. We have been and continue to be subject to tax audits in various taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal, assessments by taxing authorities, including in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the assessment of interest and penalties. As with many technological innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with international laws, the nature of which cannot be determined at this time. Several jurisdictions, including Europe, the U.S. federal government, and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI. For example, on May 21, 2024, the Council of the European Union adopted the EU AI Act, regulating the developments and deployment of AI systems. The EU AI Act imposes obligations on transparency, risk management and data governance for AI systems, particularly those classified as high risk, with significant fines for noncompliance. Other jurisdictions may decide to adopt similar or more restrictive requirements that may render the use of AI challenging. These requirements may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or limit AI usage, which may lead to inefficiencies or competitive disadvantages. --- ## Modified: CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES **Key changes:** - Added sentence: "Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm.CONTINGENT LIABILITIESAccruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated." - Added sentence: "Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts." - Added sentence: "Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs." - Added sentence: "The Company estimated the probable liability associated with environmental matters to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and 2023, respectively." - Added sentence: "Liabilities for asbestos-related matters require reviews of recent and historical claims data." **Prior (2024):** The preparation of financial statements in conformity with U.S. GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain. Accounting policies whose application has had or is reasonably likely to have a material impact on the reported results of operations and financial position of International Paper, and that can require a significant level of estimation or uncertainty by management that affect their application, include the accounting for contingencies, impairment or disposal of long-lived assets and goodwill, pensions and income taxes. Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm. **Current (2025):** The preparation of financial statements in conformity with U.S. GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain. Accounting policies whose application has had or is reasonably likely to have a material impact on the reported results of operations and financial position of International Paper, and that can require a significant level of estimation or uncertainty by management that affect their application, include the accounting for contingencies, impairment or disposal of long-lived assets and goodwill, pensions and income taxes. Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm.CONTINGENT LIABILITIESAccruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The Company estimated the probable liability associated with environmental matters to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and 2023, respectively. Liabilities for asbestos-related matters require reviews of recent and historical claims data. The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, net of estimated insurance recoveries, as of December 31, 2024 and 2023, respectively. The Company utilizes its in-house legal counsel and environmental experts to develop estimates of its legal, environmental and asbestos obligations, supplemented as needed by third-party specialists to analyze its most complex contingent liabilities.IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILLLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. An impairment of a long-lived asset exists when the asset's carrying amount exceeds its fair value. Accounting policies whose application has had or is reasonably likely to have a material impact on the reported results of operations and financial position of International Paper, and that can require a significant level of estimation or uncertainty by management that affect their application, include the accounting for contingencies, impairment or disposal of long-lived assets and goodwill, pensions and income taxes. Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm. --- ## Modified: EFFECT OF INFLATION **Key changes:** - Reworded sentence: "Inflationary increases in certain input costs, such as energy, wood fiber and chemical costs, can impact the Company's operating results as can general inflationary conditions, including labor market conditions, economic activity, consumer behavior, and supply shortages and disruptions." - Reworded sentence: "Information related to International Paper's debt obligations is included in Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8." - Reworded sentence: "We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one operating results." **Prior (2024):** Information concerning the Company's environmental and other legal proceedings is set forth in Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data. The Company is not subject to any administrative or judicial proceeding arising under any Federal, State or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment that is likely to result in monetary sanctions of $1 million or more. 43 43 43 Table of Contents Table of Contents RECENT ACCOUNTING DEVELOPMENTSSee Note 2 Recent Accounting Developments on page 60 of Item 8. Financial Statements and Supplementary Data for a discussion of new accounting pronouncements.EFFECT OF INFLATION Inflationary increases in certain input costs, such as energy, wood, recycled fiber, freight and chemical costs, had an adverse impact on the Company's operating results in 2023 and 2022. The effects of inflation have been more significant in recent years due to general inflationary conditions, including labor market conditions, economic activity, consumer behavior, supply shortages and disruptions. Sales prices and volumes are primarily influenced by economic supply and demand factors in specific markets and by exchange rate fluctuations but are also currently being impacted by the current inflationary environment.FOREIGN CURRENCY EFFECTSInternational Paper has operations in a number of countries. Its operations in those countries also export to, and compete with imports from other regions. As such, currency movements can have a number of direct and indirect impacts on the Company's financial statements. Direct impacts include the translation of international operations' local currency financial statements into U.S. dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of products that are traded internationally). In general, a weaker U.S. dollar and stronger local currency is beneficial to International Paper. The currency that has the most impact is the Euro.MARKET RISKWe use financial instruments, including fixed and variable rate debt, to finance operations, for capital spending programs and for general corporate purposes. Additionally, financial instruments, including various derivative contracts, are used to hedge exposures to interest rate, commodity and foreign currency risks. We do not use financial instruments for trading purposes. Information related to International Paper's debt obligations is included inNote 16 Debt and Lines of Credit on pages 80 and 81 of Item 8. Financial Statements and Supplementary Data. The fair value of our debt and financial instruments varies due to changes in market interest and foreign currency rates and commodity prices since the inception of the related instruments. We assess this market risk utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and currency rates and commodity prices.INTEREST RATE RISKOur exposure to market risk for changes in interest rates relates primarily to short- and long-term debt obligations and investments in marketable securities. We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one issuer or fund. Our investments in marketable securities at December 31, 2023 and 2022 are stated at cost, which approximates market due to their short-term nature. Our interest rate risk exposure related to these investments was not material.We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. Derivative instruments, such as interest rate swaps, may be used to execute this strategy. At December 31, 2023 and 2022, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.5 billion and $4.3 billion, respectively. The potential increase in fair value resulting from a 10% adverse shift in quoted interest rates would have been approximately $273 million and $328 million at December 31, 2023 and 2022, respectively.COMMODITY PRICE RISKThe objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities. Commodity swap or forward purchase contracts may be used to manage risks associated with market fluctuations in energy prices. At December 31, 2023 and 2022, the net fair value of these contracts was $27 million asset and $20 million asset. The potential loss in fair value from a 10% adverse change in quoted commodity prices for these contracts would have been approximately $4 million and $3 million at December 31, 2023 and 2022, respectively. RECENT ACCOUNTING DEVELOPMENTSSee Note 2 Recent Accounting Developments on page 60 of Item 8. Financial Statements and Supplementary Data for a discussion of new accounting pronouncements.EFFECT OF INFLATION Inflationary increases in certain input costs, such as energy, wood, recycled fiber, freight and chemical costs, had an adverse impact on the Company's operating results in 2023 and 2022. The effects of inflation have been more significant in recent years due to general inflationary conditions, including labor market conditions, economic activity, consumer behavior, supply shortages and disruptions. Sales prices and volumes are primarily influenced by economic supply and demand factors in specific markets and by exchange rate fluctuations but are also currently being impacted by the current inflationary environment.FOREIGN CURRENCY EFFECTSInternational Paper has operations in a number of countries. Its operations in those countries also export to, and compete with imports from other regions. As such, currency movements can have a number of direct and indirect impacts on the Company's financial statements. Direct impacts include the translation of international operations' local currency financial statements into U.S. dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of products that are traded internationally). In general, a weaker U.S. dollar and stronger local currency is beneficial to International Paper. The currency that has the most impact is the Euro.MARKET RISKWe use financial instruments, including fixed and variable rate debt, to finance operations, for capital spending programs and for general corporate purposes. Additionally, financial instruments, including various derivative contracts, are used to hedge exposures to interest rate, commodity and foreign currency risks. We do not use financial instruments for trading purposes. Information related to International Paper's debt obligations is included in **Current (2025):** Inflationary increases in certain input costs, such as energy, wood fiber and chemical costs, can impact the Company's operating results as can general inflationary conditions, including labor market conditions, economic activity, consumer behavior, and supply shortages and disruptions. During 2024, inflationary pressures stabilized and moderated over the year and did not have a significant impact on our operating results. The Company's operating results are more strongly influenced by economic supply and demand factors in specific markets due to the impact on sales prices and volumes and exchange rate fluctuations when compared to inflationary factors.FOREIGN CURRENCY EFFECTSInternational Paper has operations in a number of countries. Its operations in those countries also export to, and compete with imports from other regions. As such, currency movements can have a number of direct and indirect impacts on the Company's financial statements. Direct impacts include the translation of international operations' local currency financial statements into U.S. dollars and the remeasurement impact associated with non-functional currency financial assets and liabilities. Indirect impacts include the change in competitiveness of imports into, and exports out of, the United States (and the impact on local currency pricing of products that are traded internationally). In general, a weaker U.S. dollar and stronger local currency is beneficial to International Paper. The currency that has the most impact is the Euro.MARKET RISKWe use financial instruments, including fixed and variable rate debt, to finance operations, for capital spending programs and for general corporate purposes. Additionally, financial instruments, including various derivative contracts, are used to hedge exposures to interest rate, commodity and foreign currency risks. We do not use financial instruments for trading purposes. Information related to International Paper's debt obligations is included in Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8. Financial Statements and Supplementary Data. The fair value of our debt and financial instruments varies due to changes in market interest and foreign currency rates and commodity prices since the inception of the related instruments. We assess this market risk utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and currency rates and commodity prices.INTEREST RATE RISKOur exposure to market risk for changes in interest rates relates primarily to short- and long-term debt obligations and investments in marketable securities. We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one operating results. The Company's operating results are more strongly influenced by economic supply and demand factors in specific markets due to the impact on sales prices and volumes and exchange rate fluctuations when compared to inflationary factors. --- ## Modified: MARKET RISK **Key changes:** - Reworded sentence: "Information related to International Paper's debt obligations is included in Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8." **Prior (2024):** We use financial instruments, including fixed and variable rate debt, to finance operations, for capital spending programs and for general corporate purposes. Additionally, financial instruments, including various derivative contracts, are used to hedge exposures to interest rate, commodity and foreign currency risks. We do not use financial instruments for trading purposes. Information related to International Paper's debt obligations is included in Note 16 Debt and Lines of Credit on pages 80 and 81 of Item 8. Financial Statements and Supplementary Data. The fair value of our debt and financial instruments varies due to changes in market interest and foreign currency rates and commodity prices since the inception of the related instruments. We assess this market risk utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and currency rates and commodity prices.INTEREST RATE RISKOur exposure to market risk for changes in interest rates relates primarily to short- and long-term debt obligations and investments in marketable securities. We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one issuer or fund. Our investments in marketable securities at December 31, 2023 and 2022 are stated at cost, which approximates market due to their short-term nature. Our interest rate risk exposure related to these investments was not material.We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. Derivative instruments, such as interest rate swaps, may be used to execute this strategy. At December 31, 2023 and 2022, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.5 billion and $4.3 billion, respectively. The potential increase in fair value resulting from a 10% adverse shift in quoted interest rates would have been approximately $273 million and $328 million at December 31, 2023 and 2022, respectively.COMMODITY PRICE RISKThe objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities. Commodity swap or forward purchase contracts may be used to manage risks associated with market fluctuations in energy prices. At December 31, 2023 and 2022, the net fair value of these contracts was $27 million asset and $20 million asset. The potential loss in fair value from a 10% adverse change in quoted commodity prices for these contracts would have been approximately $4 million and $3 million at December 31, 2023 and 2022, respectively. Note 16 Debt and Lines of Credit on pages 80 and 81 of Item 8. Financial Statements and Supplementary Data. The fair value of our debt and financial instruments varies due to changes in market interest and foreign currency rates and commodity prices since the inception of the related instruments. We assess this market risk utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and currency rates and commodity prices. **Current (2025):** We use financial instruments, including fixed and variable rate debt, to finance operations, for capital spending programs and for general corporate purposes. Additionally, financial instruments, including various derivative contracts, are used to hedge exposures to interest rate, commodity and foreign currency risks. We do not use financial instruments for trading purposes. Information related to International Paper's debt obligations is included in Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8. Financial Statements and Supplementary Data. The fair value of our debt and financial instruments varies due to changes in market interest and foreign currency rates and commodity prices since the inception of the related instruments. We assess this market risk utilizing a sensitivity analysis. The sensitivity analysis measures the potential loss in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and currency rates and commodity prices. --- ## Modified: Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities. **Key changes:** - Reworded sentence: "Maintaining an investment-grade credit rating is an important element of our financial strategy." - Reworded sentence: "Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above.We are subject to risks associated with variable rate debt." **Prior (2024):** THE LEVEL OF OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND IMPAIR OUR ABILITY TO OPERATE OUR BUSINESS. As of December 31, 2023, we had approximately $5.6 billion of outstanding indebtedness. The level of our indebtedness could have important consequences to our financial condition, operating results and business, including the following: •it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, dividends, share repurchases, debt service requirements, acquisitions and general corporate or other purposes; •a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities; •the debt service requirements of our indebtedness could make it more difficult for us to satisfy other obligations; •it may limit our ability to adjust to changing market conditions, including to take actions in connection with elevated interest rates (such as in the current elevated interest rate environment), and place us at a competitive disadvantage compared to our competitors that have less debt; •it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars; •it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance indebtedness at higher interest rates, which risk is heightened by the current high interest rate environment; and •it may increase our vulnerability to a downturn in general economic conditions or in our business, and may make us unable to carry out capital spending that is important to our growth. In addition, we are subject to agreements governing our indebtedness that require us to meet and maintain certain financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above.WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR VARIABLE RATE DEBT We have interest rate risk, primarily related to variable rate debt in the aggregate amount of approximately $908 million as of December 31, 2023, associated with our short-term cash investments, variable rate debts, supply chain financing, short-term debt and the installment notes and loans in the Temple-Inland timber monetization special purpose entities. Interest rates rose significantly during 2022 and 2023 and could remain high and volatile in 2024 and beyond. Changes in interest rates impact how much we earn on our short-term cash investments, the interest rate we pay on our variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate of our short-term debt. For additional information, see "Market Risk - Interest Rate Risk" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations on page 44.CHANGES IN CREDIT RATINGS ISSUED BY NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS COULD ADVERSELY AFFECT OUR COST OF FINANCING AND HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR SECURITIES. Maintaining an investment-grade credit rating is an important element of our financial strategy. A downgrade of the Company's ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit our access to the capital markets, have an adverse effect on the market price of our securities, increase our cost of borrowing and require us to post collateral for derivatives in a net liability position. Our desire to maintain the Company's investment grade rating may cause us to take certain actions designed maintain certain financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above. WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR VARIABLE RATE DEBT We have interest rate risk, primarily related to variable rate debt in the aggregate amount of approximately $908 million as of December 31, 2023, associated with our short-term cash investments, variable rate debts, supply chain financing, short-term debt and the installment notes and loans in the Temple-Inland timber monetization special purpose entities. Interest rates rose significantly during 2022 and 2023 and could remain high and volatile in 2024 and beyond. Changes in interest rates impact how much we earn on our short-term cash investments, the interest rate we pay on our variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate of our short-term debt. For additional information, see "Market Risk - Interest Rate Risk" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations on page 44. CHANGES IN CREDIT RATINGS ISSUED BY NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS COULD ADVERSELY AFFECT OUR COST OF FINANCING AND HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR SECURITIES. Maintaining an investment-grade credit rating is an important element of our financial strategy. A downgrade of the Company's ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit our access to the capital markets, have an adverse effect on the market price of our securities, increase our cost of borrowing and require us to post collateral for derivatives in a net liability position. Our desire to maintain the Company's investment grade rating may cause us to take certain actions designed 14 14 14 Table of Contents Table of Contents to improve our cash flow, including sale of assets, suspension or reduction of our dividend and reductions in capital expenditures and working capital.Under the terms of the agreements governing approximately $1.1 billion of our debt as of December 31, 2023, the applicable interest rate on such debt may increase upon each downgrade in our credit rating. As a result, a downgrade in our credit rating may lead to an increase in our interest expense. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of our credit ratings could adversely affect our cost of borrowing, limit our access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur.DOWNGRADES IN THE CREDIT RATINGS OF BANKS ISSUING CERTAIN LETTERS OF CREDIT WILL INCREASE OUR COST OF MAINTAINING CERTAIN INDEBTEDNESS AND MAY RESULT IN THE ACCELERATION OF DEFERRED TAXES. We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple-Inland's 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, some of the letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $485 million in deferred income taxes if replacement banks cannot be obtained. The deferred taxes are currently recorded in our consolidated financial statements. See Note 15, Variable Interest Entities, on pages 78 through 80, and Note 13. Income Taxes, on pages 72 through 74, in Item 8. Financial Statements and Supplementary Data for further information.RISKS RELATING TO OUR PENSION AND HEALTHCARE COSTSOUR PENSION AND HEALTH CARE COSTS ARE SUBJECT TO NUMEROUS FACTORS WHICH COULD CAUSE THESE COSTS TO CHANGE. We have defined benefit pension plans covering substantially all U.S. salaried employees hired prior to July 1, 2004 (or later for certain acquired populations, as described in Note 18. Retirement Plans, on pages 82 through 87, in Item 8. Financial Statements and Supplementary Data) and substantially all hourly union and non-union employees regardless of hire date. We froze participation under these plans for U.S. salaried employees, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. We provide retiree health care benefits to certain former U.S. employees, as well as financial assistance towards the cost of individual retiree medical coverage for certain former U.S. salaried employees. Our pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan's funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight.OUR U.S. FUNDED PENSION PLAN IS CURRENTLY FULLY FUNDED ON A PROJECTED BENEFIT OBLIGATION BASIS; HOWEVER, THE POSSIBILITY EXISTS THAT OVER TIME WE MAY BE REQUIRED TO MAKE CASH PAYMENTS TO THE PLAN, REDUCING THE CASH AVAILABLE FOR OUR BUSINESS. We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of plan assets. At December 31, 2023, we had an overfunded U.S. qualified pension asset balance of $118 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification ("ASC") 715, "Compensation - Retirement Benefits," at December 31, 2023 was $146 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. to improve our cash flow, including sale of assets, suspension or reduction of our dividend and reductions in capital expenditures and working capital.Under the terms of the agreements governing approximately $1.1 billion of our debt as of December 31, 2023, the applicable interest rate on such debt may increase upon each downgrade in our credit rating. As a result, a downgrade in our credit rating may lead to an increase in our interest expense. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of our credit ratings could adversely affect our cost of borrowing, limit our access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur.DOWNGRADES IN THE CREDIT RATINGS OF BANKS ISSUING CERTAIN LETTERS OF CREDIT WILL INCREASE OUR COST OF MAINTAINING CERTAIN INDEBTEDNESS AND MAY RESULT IN THE ACCELERATION OF DEFERRED TAXES. We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple-Inland's 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, some of the letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $485 million in deferred income taxes if replacement banks cannot be obtained. The deferred taxes are currently recorded in our consolidated financial statements. See Note 15, Variable Interest Entities, on pages 78 through 80, and Note 13. Income Taxes, on pages 72 through 74, in Item 8. Financial Statements and Supplementary Data for further information.RISKS RELATING TO OUR PENSION AND HEALTHCARE COSTSOUR PENSION AND HEALTH CARE COSTS ARE SUBJECT TO NUMEROUS FACTORS WHICH COULD CAUSE THESE COSTS TO CHANGE. We have defined benefit pension plans covering to improve our cash flow, including sale of assets, suspension or reduction of our dividend and reductions in capital expenditures and working capital. Under the terms of the agreements governing approximately $1.1 billion of our debt as of December 31, 2023, the applicable interest rate on such debt may increase upon each downgrade in our credit rating. As a result, a downgrade in our credit rating may lead to an increase in our interest expense. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of our credit ratings could adversely affect our cost of borrowing, limit our access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur. DOWNGRADES IN THE CREDIT RATINGS OF BANKS ISSUING CERTAIN LETTERS OF CREDIT WILL INCREASE OUR COST OF MAINTAINING CERTAIN INDEBTEDNESS AND MAY RESULT IN THE ACCELERATION OF DEFERRED TAXES. We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple-Inland's 2007 sales of forestlands, may be downgraded below a required rating. Prior to 2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, some of the letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing a replacement letter-of-credit bank or could result in an acceleration of payments of up to $485 million in deferred income taxes if replacement banks cannot be obtained. The deferred taxes are currently recorded in our consolidated financial statements. See Note 15, Variable Interest Entities, on pages 78 through 80, and Note 13. Income Taxes, on pages 72 through 74, in Item 8. Financial Statements and Supplementary Data for further information. **Current (2025):** Maintaining an investment-grade credit rating is an important element of our financial strategy. A downgrade of ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit access to the capital markets, have an adverse effect on the market price of our securities, increase borrowing costs and require us to 27 27 27 Table of Contents Table of Contents post collateral for derivatives in a net liability position. The desire to maintain an investment grade rating may cause us to take certain actions designed to improve our respective cash flow, including a sale of assets, suspension or reduction of dividends and reductions in capital expenditures and working capital. Certain of our debt agreements provide for an interest rate increase in case of a credit rating downgrade. This applies to agreements governing approximately $539 million of our debt as of December 31, 2024. As a result, a downgrade in credit rating may lead to an increase in interest expenses. There can be no assurance that our credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of credit ratings could adversely affect our cost of borrowing, limit access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur.The level of our indebtedness could adversely affect our financial condition and impair our ability to operate our business. As of December 31, 2024, we had approximately $5.6 billion of outstanding indebtedness. The level of our indebtedness could have important consequences to our financial condition, operating results and business, including the following:•it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, dividends, share repurchases, debt service requirements, acquisitions and general corporate or other purposes;•a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities;•the debt service requirements of our indebtedness could make it more difficult for us to satisfy other obligations;•it may limit our ability to adjust to changing market conditions, including to take actions in connection with changes in interest rates (such as in the current elevated interest rate environment), and place us at a competitive disadvantage compared to our competitors that have less debt;•it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars;•it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance indebtedness at higher interest rates, which risk is heightened by the current high interest rate environment; and•it may increase our vulnerability to a downturn in general economic conditions or in our business, and may make us unable to carry out capital spending that is important to our growth.In addition, we are subject to agreements governing our indebtedness that require us to meet and maintain certain financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above.We are subject to risks associated with variable rate debt. We are subject to interest rate risk associated with short-term cash investments, variable rate debts, supply chain financing and short-term debt. We are also exposed to interest rate risk in relation to our installment notes and loans in the Temple Inland timber monetization special purpose entities. We have variable rate debt in the aggregate amount of approximately $908 million as of December 31, 2024. Interest rates rose significantly during 2022 and 2023 post collateral for derivatives in a net liability position. The desire to maintain an investment grade rating may cause us to take certain actions designed to improve our respective cash flow, including a sale of assets, suspension or reduction of dividends and reductions in capital expenditures and working capital. Certain of our debt agreements provide for an interest rate increase in case of a credit rating downgrade. This applies to agreements governing approximately $539 million of our debt as of December 31, 2024. As a result, a downgrade in credit rating may lead to an increase in interest expenses. There can be no assurance that our credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of credit ratings could adversely affect our cost of borrowing, limit access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur.The level of our indebtedness could adversely affect our financial condition and impair our ability to operate our business. As of December 31, 2024, we had approximately $5.6 billion of outstanding indebtedness. The level of our indebtedness could have important consequences to our financial condition, operating results and business, including the following:•it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, dividends, share repurchases, debt service requirements, acquisitions and general corporate or other purposes;•a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities;•the debt service requirements of our indebtedness could make it more difficult for us to satisfy other obligations;•it may limit our ability to adjust to changing market conditions, including to take actions in connection with changes in interest rates (such as in the current elevated interest rate environment), and place us at a competitive post collateral for derivatives in a net liability position. The desire to maintain an investment grade rating may cause us to take certain actions designed to improve our respective cash flow, including a sale of assets, suspension or reduction of dividends and reductions in capital expenditures and working capital. Certain of our debt agreements provide for an interest rate increase in case of a credit rating downgrade. This applies to agreements governing approximately $539 million of our debt as of December 31, 2024. As a result, a downgrade in credit rating may lead to an increase in interest expenses. There can be no assurance that our credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies if, in each rating agency's judgment, circumstances so warrant. Any such downgrade, suspension or withdrawal of credit ratings could adversely affect our cost of borrowing, limit access to the capital markets or result in more restrictive covenants in agreements governing the terms of any future indebtedness that we may incur. --- ## Modified: RISK MANAGEMENT AND STRATEGY **Key changes:** - Reworded sentence: "The Company's cybersecurity risk management processes are integrated into our overall risk management system." - Reworded sentence: "As part of our 80/20 strategic approach and our integration of DS Smith, the Company is evaluating how the ERM Council might operate in 2025 to ensure that our structure supports our strategic goals." - Reworded sentence: "Risk Factors - We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in technology used to manage operations and other business processes.The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches." - Reworded sentence: "Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls." **Prior (2024):** The Company's cybersecurity risk management processes are integrated into the Company's overall risk management system. The Company has a formalized enterprise risk management program overseen by the Board of Directors and committees of the Board of Directors that addresses strategic, operational, financial, compliance, legal and information technologies and cybersecurity risks. In addition, the Enterprise Risk Management Council ("ERM Council") is a management-level team comprised of senior vice presidents and other business leaders responsible for managing enterprise risks and planning and organizing the activities of our organization to minimize the effects of risk on the Company's business and financial results. The ERM Council regularly reports to the Board of Directors on areas of risk and risk management. The Chief Financial Officer serves as the ERM Council Lead. The Chief Audit Executive serves as the ERM Council Process Owner. The Company has an Information Technology ("IT") Risk Governance Program that aligns with the 22 22 22 Table of Contents Table of Contents enterprise risk management framework and assists with fulfilling oversight responsibilities for major IT risks, including cybersecurity risks. The IT Risk Governance Program identifies, defines, manages, measures and governs cybersecurity risks across the Company at an enterprise level. The IT Risk Governance Program is carried out by an IT Risk Identification and Mitigation Team ("IT RIM"), which is comprised of business leaders from information security, information technology, human resources, internal audit, legal, and risk. The IT RIM meets monthly, reviews all cybersecurity incidents meeting certain criteria, provides oversight with respect to cybersecurity matters at a management level, and reports to the ERM Council. Our Risk Assessment Program The Company has a risk assessment program in place to assess, identify and manage material risks from cybersecurity threats. Cybersecurity risks the Company faces include targeted attacks, ransomware, data theft, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data. For a full discussion of cybersecurity risks facing the Company, please see Part I, Item 1A. Risk Factors - WE ARE SUBJECT TO CYBERSECURITY AND INFORMATION TECHNOLOGY RISKS RELATED TO BREACHES OF SECURITY PERTAINING TO SENSITIVE COMPANY, CUSTOMER, EMPLOYEE AND VENDOR INFORMATION AS WELL AS BREACHES IN TECHNOLOGY USED TO MANAGE OPERATIONS AND OTHER BUSINESS PROCESSES. Key aspects of the Company's cybersecurity program include the following:•layered technical protective capabilities and detective surveillance controls; •utilizing independent third parties to assess the Company's practices related to, and provide expertise and assistance with, various aspects of information security, as further described below;•courses and awareness training on information security for employees with Company email or access to Company devices, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level; •global security and privacy policies; and•business continuity, incident response and disaster recovery procedures, including table top exercises involving senior leaders. The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches. Engagement of Third PartiesThe Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments. •Engagement of an independent third party to conduct an annual security program assessment of the controls, maturity and performance of the Company's information security program and the information security risk associated with the Company's business systems. The assessment uses the National Institute of Standards and Technology Cybersecurity Framework as its benchmark.•Engagement of a leading third-party service provider to annually perform an external and an internal penetration assessment using industry standard tools and techniques. Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls.Oversight of Third PartiesThe Company has processes to oversee and identify material risks from cybersecurity threats associated with the Company's use of third-party service providers. In this regard, the Company's cybersecurity risk management program takes into account third-party systems whereby the Company could be impacted by the compromise of the security of vendors or other business relations of the Company, and the Company has a comprehensive third-party access management system. In addition, the Company conducts risk-based due diligence on the profiles of third-party service providers with respect to cybersecurity risks prior to engagement, and providers of critical services are continuously monitored with respect to security risks. The Company also requires service providers to provide prompt notification of any actual or suspected breach impacting Company data or operations.The Company does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations or financial condition. enterprise risk management framework and assists with fulfilling oversight responsibilities for major IT risks, including cybersecurity risks. The IT Risk Governance Program identifies, defines, manages, measures and governs cybersecurity risks across the Company at an enterprise level. The IT Risk Governance Program is carried out by an IT Risk Identification and Mitigation Team ("IT RIM"), which is comprised of business leaders from information security, information technology, human resources, internal audit, legal, and risk. The IT RIM meets monthly, reviews all cybersecurity incidents meeting certain criteria, provides oversight with respect to cybersecurity matters at a management level, and reports to the ERM Council. Our Risk Assessment Program The Company has a risk assessment program in place to assess, identify and manage material risks from cybersecurity threats. Cybersecurity risks the Company faces include targeted attacks, ransomware, data theft, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data. For a full discussion of cybersecurity risks facing the Company, please see Part I, Item 1A. Risk Factors - WE ARE SUBJECT TO CYBERSECURITY AND INFORMATION TECHNOLOGY RISKS RELATED TO BREACHES OF SECURITY PERTAINING TO SENSITIVE COMPANY, CUSTOMER, EMPLOYEE AND VENDOR INFORMATION AS WELL AS BREACHES IN TECHNOLOGY USED TO MANAGE OPERATIONS AND OTHER BUSINESS PROCESSES. Key aspects of the Company's cybersecurity program include the following:•layered technical protective capabilities and detective surveillance controls; •utilizing independent third parties to assess the Company's practices related to, and provide expertise and assistance with, various aspects of information security, as further described below;•courses and awareness training on information security for employees with Company email or access to Company devices, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level; •global security and privacy policies; and•business continuity, incident response and disaster recovery procedures, including table top exercises involving senior leaders. The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches. enterprise risk management framework and assists with fulfilling oversight responsibilities for major IT risks, including cybersecurity risks. The IT Risk Governance Program identifies, defines, manages, measures and governs cybersecurity risks across the Company at an enterprise level. The IT Risk Governance Program is carried out by an IT Risk Identification and Mitigation Team ("IT RIM"), which is comprised of business leaders from information security, information technology, human resources, internal audit, legal, and risk. The IT RIM meets monthly, reviews all cybersecurity incidents meeting certain criteria, provides oversight with respect to cybersecurity matters at a management level, and reports to the ERM Council. **Current (2025):** The Company's cybersecurity risk management processes are integrated into our overall risk management system. The Company has a formalized enterprise risk management program overseen by the 29 29 29 Table of Contents Table of Contents Board of Directors and committees of the Board of Directors that addresses strategic, operational, financial, compliance, legal and information technologies and cybersecurity risks. In addition, the Enterprise Risk Management Council ("ERM Council") is a management-level team comprised of senior vice presidents and other business leaders responsible for managing enterprise risks and planning and organizing the activities of our organization to minimize the effects of risk on the Company's business and financial results. The ERM Council regularly reports to the Board of Directors on areas of risk and risk management. The Chief Financial Officer serves as the ERM Council Lead. The Chief Audit Executive serves as the ERM Council Process Owner. As part of our 80/20 strategic approach and our integration of DS Smith, the Company is evaluating how the ERM Council might operate in 2025 to ensure that our structure supports our strategic goals. The Company has an Information Technology ("IT") Risk Governance Program that aligns with our enterprise risk management framework and assists with fulfilling oversight responsibilities for major IT risks, including cybersecurity risks. An enterprise Cyber Governance, Risk, and Compliance function manages overall Company cyber risk, coordinating risk management functions with each business. Business and IT leaders conduct cyber risk reviews monthly within each business. These monthly reviews include the evaluation of new and evolving risks, management of risk mitigation plans, and a review of all cybersecurity incidents meeting certain criteria.Our Risk Assessment Program The Company has a risk assessment program in place to assess, identify and manage material risks from cybersecurity threats. Cybersecurity risks the Company faces include targeted attacks, ransomware, malware, phishing attacks, data theft, other data or security breaches, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data. Key aspects of the Company's cybersecurity program include the following:•layered technical protective capabilities and detective surveillance controls; •utilizing independent third parties to assess the Company's practices related to, and provide expertise and assistance with, various aspects of information security, as further described below;•courses and awareness training on information security for employees with Company email or access to Company devices, including phishing, social engineering and other cybersecurity training as well as targeted training for specific roles based on responsibilities and risk level; •global security and privacy policies; and•business continuity, incident response and disaster recovery procedures, including table top exercises involving senior leaders. The Company does not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected the Company, including its business strategy, results of operations or financial condition. For a full discussion of cybersecurity risks facing the Company, please see Part I, Item 1A. Risk Factors - We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in technology used to manage operations and other business processes.The Company carries cyber insurance which provides coverage in connection with cybersecurity breaches. Engagement of Third PartiesThe Company engages third parties in connection with assessing, identifying and managing its cybersecurity risks, including the following: •Engagement of an independent third party with incident response expertise to provide intelligence-based cybersecurity solutions and services to assist the Company with preparing for, preventing, investigating, responding to and remediating cybersecurity incidents, including attacks that target on-premise, cloud, and critical infrastructure environments. •Engagement of an independent third party to conduct an annual security program assessment of the controls, maturity and performance of the Company's information security program and the information security risk associated with the Company's business systems. The assessment uses the National Institute of Standards and Technology Cybersecurity Framework as its benchmark.•Engagement of a leading third-party service provider to annually perform an external and an internal penetration assessment using industry standard tools and techniques. Additionally, our Internal Audit team conducts annual assessments of our cyber programs and controls. Board of Directors and committees of the Board of Directors that addresses strategic, operational, financial, compliance, legal and information technologies and cybersecurity risks. In addition, the Enterprise Risk Management Council ("ERM Council") is a management-level team comprised of senior vice presidents and other business leaders responsible for managing enterprise risks and planning and organizing the activities of our organization to minimize the effects of risk on the Company's business and financial results. The ERM Council regularly reports to the Board of Directors on areas of risk and risk management. The Chief Financial Officer serves as the ERM Council Lead. The Chief Audit Executive serves as the ERM Council Process Owner. As part of our 80/20 strategic approach and our integration of DS Smith, the Company is evaluating how the ERM Council might operate in 2025 to ensure that our structure supports our strategic goals. The Company has an Information Technology ("IT") Risk Governance Program that aligns with our enterprise risk management framework and assists with fulfilling oversight responsibilities for major IT risks, including cybersecurity risks. An enterprise Cyber Governance, Risk, and Compliance function manages overall Company cyber risk, coordinating risk management functions with each business. Business and IT leaders conduct cyber risk reviews monthly within each business. These monthly reviews include the evaluation of new and evolving risks, management of risk mitigation plans, and a review of all cybersecurity incidents meeting certain criteria.Our Risk Assessment Program The Company has a risk assessment program in place to assess, identify and manage material risks from cybersecurity threats. Cybersecurity risks the Company faces include targeted attacks, ransomware, malware, phishing attacks, data theft, other data or security breaches, virus and intrusion software, as well as attacks to our website, financial applications, operational technology, telecommunications and human resources data. Key aspects of the Company's cybersecurity program include the following:•layered technical protective capabilities and detective surveillance controls; •utilizing independent third parties to assess the Company's practices related to, and provide expertise and assistance with, various aspects of information security, as further described below;•courses and awareness training on information security for employees with Company email or access to Company Board of Directors and committees of the Board of Directors that addresses strategic, operational, financial, compliance, legal and information technologies and cybersecurity risks. In addition, the Enterprise Risk Management Council ("ERM Council") is a management-level team comprised of senior vice presidents and other business leaders responsible for managing enterprise risks and planning and organizing the activities of our organization to minimize the effects of risk on the Company's business and financial results. The ERM Council regularly reports to the Board of Directors on areas of risk and risk management. The Chief Financial Officer serves as the ERM Council Lead. The Chief Audit Executive serves as the ERM Council Process Owner. As part of our 80/20 strategic approach and our integration of DS Smith, the Company is evaluating how the ERM Council might operate in 2025 to ensure that our structure supports our strategic goals. The Company has an Information Technology ("IT") Risk Governance Program that aligns with our enterprise risk management framework and assists with fulfilling oversight responsibilities for major IT risks, including cybersecurity risks. An enterprise Cyber Governance, Risk, and Compliance function manages overall Company cyber risk, coordinating risk management functions with each business. Business and IT leaders conduct cyber risk reviews monthly within each business. These monthly reviews include the evaluation of new and evolving risks, management of risk mitigation plans, and a review of all cybersecurity incidents meeting certain criteria. --- ## Modified: INTEREST RATE RISK **Key changes:** - Reworded sentence: "We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one 50 50 50 Table of Contents Table of Contents issuer or fund." - Reworded sentence: "At December 31, 2024 and 2023, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.0 billion and $4.3 billion, respectively." **Prior (2024):** Our exposure to market risk for changes in interest rates relates primarily to short- and long-term debt obligations and investments in marketable securities. We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one issuer or fund. Our investments in marketable securities at December 31, 2023 and 2022 are stated at cost, which approximates market due to their short-term nature. Our interest rate risk exposure related to these investments was not material. We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. Derivative instruments, such as interest rate swaps, may be used to execute this strategy. At December 31, 2023 and 2022, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.5 billion and $4.3 billion, respectively. The potential increase in fair value resulting from a 10% adverse shift in quoted interest rates would have been approximately $273 million and $328 million at December 31, 2023 and 2022, respectively. **Current (2025):** Our exposure to market risk for changes in interest rates relates primarily to short- and long-term debt obligations and investments in marketable securities. We invest in investment-grade securities of financial institutions and money market mutual funds with a minimum rating of AAA and limit exposure to any one 50 50 50 Table of Contents Table of Contents issuer or fund. Our investments in marketable securities at December 31, 2024 and 2023 are stated at cost, which approximates market due to their short-term nature. Our interest rate risk exposure related to these investments was not material.We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. Derivative instruments, such as interest rate swaps, may be used to execute this strategy. At December 31, 2024 and 2023, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.0 billion and $4.3 billion, respectively. The potential increase in fair value resulting from a 10% adverse shift in quoted interest rates would have been approximately $206 million and $301 million at December 31, 2024 and 2023, respectively.COMMODITY PRICE RISKThe objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities. Commodity swap or forward purchase contracts may be used to manage risks associated with market fluctuations in energy prices. At December 31, 2024 and 2023, the net fair value of these contracts was $3 million asset and $27 million asset. The potential loss in fair value from a 10% adverse change in quoted commodity prices for these contracts would have been approximately $1 million and $4 million at December 31, 2024 and 2023, respectively. FOREIGN CURRENCY RISKInternational Paper transacts business in many currencies and is also subject to currency exchange rate risk through investments and businesses owned and operated in foreign countries. The currency that has the most impact is the Euro. Our objective in managing the associated foreign currency risks is to minimize the effect of adverse exchange rate fluctuations on our after-tax cash flows. We address these risks on a limited basis by entering into cross-currency interest rate swaps, or foreign exchange contracts.At December 31, 2024 and 2023, the net fair value of financial instruments with exposure to foreign currency risk was immaterial. The potential loss in fair value for such financial instruments from a 10% adverse change in quoted foreign currency exchange rates was also immaterial. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKSee the preceding discussion regarding market risk. issuer or fund. Our investments in marketable securities at December 31, 2024 and 2023 are stated at cost, which approximates market due to their short-term nature. Our interest rate risk exposure related to these investments was not material.We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. Derivative instruments, such as interest rate swaps, may be used to execute this strategy. At December 31, 2024 and 2023, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.0 billion and $4.3 billion, respectively. The potential increase in fair value resulting from a 10% adverse shift in quoted interest rates would have been approximately $206 million and $301 million at December 31, 2024 and 2023, respectively.COMMODITY PRICE RISKThe objective of our commodity exposure management is to minimize volatility in earnings due to large fluctuations in the price of commodities. Commodity swap or forward purchase contracts may be used to manage risks associated with market fluctuations in energy prices. At December 31, 2024 and 2023, the net fair value of these contracts was $3 million asset and $27 million asset. The potential loss in fair value from a 10% adverse change in quoted commodity prices for these contracts would have been approximately $1 million and $4 million at December 31, 2024 and 2023, respectively. issuer or fund. Our investments in marketable securities at December 31, 2024 and 2023 are stated at cost, which approximates market due to their short-term nature. Our interest rate risk exposure related to these investments was not material. We issue fixed and floating rate debt in a proportion that management deems appropriate based on current and projected market conditions. Derivative instruments, such as interest rate swaps, may be used to execute this strategy. At December 31, 2024 and 2023, the fair value of the net liability of financial instruments with exposure to interest rate risk was approximately $4.0 billion and $4.3 billion, respectively. The potential increase in fair value resulting from a 10% adverse shift in quoted interest rates would have been approximately $206 million and $301 million at December 31, 2024 and 2023, respectively. --- ## Modified: MATURITY OF LEASE LIABILITIES **Key changes:** - Reworded sentence: "In millionsOperating Leases Financing LeasesTotal2025$175 $13 $188 2026133 12 145 202794 10 104 202849 8 57 202921 7 28 Thereafter21 13 34 Total lease payments493 63 556 Less imputed interest45 14 59 Present value of lease liabilities $448 $49 $497 74 74 74 Table of Contents Table of Contents NOTE 10 EQUITY METHOD INVESTMENTSThe Company accounts for the following investments under the equity method of accounting.ILIM S.A." - Reworded sentence: "Additionally, we incurred transaction fees of $36 million in the third quarter of 2023 in connection with the sale of our investment." **Prior (2024):** In millionsOperating Leases Financing LeasesTotal2024$171 $14 $185 2025127 12 139 202689 11 100 202760 10 70 202833 8 41 Thereafter31 14 45 Total lease payments511 69 580 Less imputed interest46 14 60 Present value of lease liabilities $465 $55 $520 NOTE 11 EQUITY METHOD INVESTMENTSThe Company accounts for the following investments under the equity method of accounting.ILIM S.A. ("Ilim")On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim, which was a joint venture that operated a pulp and paper business in Russia and has subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also completed the sale of all of its Ilim Group shares (constituting a 2.39% stake) for $24 million, and divested other non-material residual interests associated with Ilim, to its joint venture partners. Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in connection with the sale of our investment. The Company reclassified currency translation adjustments in AOCI of $517 million to the investment at the completion of the transaction.As of December 31, 2022 and for all subsequent periods, the Company concluded that the held for sale balance sheet classification criteria had been met and classified the investment as Assets held for sale in the consolidated balance sheet. Also, all current and historical results of the Ilim investment have been presented as Discontinued Operations, net of taxes in the consolidated statement of operations.Also in conjunction with the previously announced agreement entered into in January 2023 to sell the Company's ownership interests in Ilim and related offer for the Company's shares in Ilim Group, a determination was made that in the fourth quarter of 2022 and for all subsequent periods through the third quarter 2023, the combined book value of our investments, plus associated cumulative translation losses, exceeded fair value based upon the agreed upon transaction price of $484 million for Ilim and the offer price of $24 million for Ilim Group and the company recorded impairment charges as presented in the table below. **Current (2025):** In millionsOperating Leases Financing LeasesTotal2025$175 $13 $188 2026133 12 145 202794 10 104 202849 8 57 202921 7 28 Thereafter21 13 34 Total lease payments493 63 556 Less imputed interest45 14 59 Present value of lease liabilities $448 $49 $497 74 74 74 Table of Contents Table of Contents NOTE 10 EQUITY METHOD INVESTMENTSThe Company accounts for the following investments under the equity method of accounting.ILIM S.A. ("Ilim")On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim S.A. ("Ilim"), which was a joint venture that operated a pulp and paper business in Russia and its subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also completed the sale of all of its Ilim Group shares (constituting a 2.39% stake) for $24 million, and divested other non-material residual interests associated with Ilim, to its joint venture partners. Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in the third quarter of 2023 in connection with the sale of our investment. The Company reclassified currency translation adjustments in AOCI of $517 million to the investment at the completion of the transaction.All historical results of the Ilim investment are presented as Discontinued Operations, net of taxes in the consolidated statement of operations. NOTE 10 EQUITY METHOD INVESTMENTSThe Company accounts for the following investments under the equity method of accounting.ILIM S.A. ("Ilim")On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim S.A. ("Ilim"), which was a joint venture that operated a pulp and paper business in Russia and its subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also completed the sale of all of its Ilim Group shares (constituting a --- ## Modified: NOTE 2 RECENT ACCOUNTING DEVELOPMENTS **Key changes:** - Reworded sentence: "Other than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements." - Reworded sentence: "The Company has applied this guidance to account for contract modifications due to changes in reference rates as those modifications occurred." - Reworded sentence: "Amendments are required to be applied retrospectively to all prior periods presented in the financial statements." - Reworded sentence: "The Company plans to adopt this guidance as of January 1, 2025 and will update disclosures within the Company's 2025 annual filing." - Reworded sentence: "The Company has applied this guidance to account for contract modifications due to changes in reference rates as those modifications occurred." **Prior (2024):** The guidance for fair value measurements and disclosures sets out a fair value hierarchy that groups fair value measurement inputs into the following three classifications: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. 59 59 59 Table of Contents Table of Contents Level 3: Unobservable inputs for the asset or liability reflecting the reporting entity's own assumptions or external inputs from inactive markets.Transfers between levels are recognized at the end of the reporting period.NOTE 2 RECENT ACCOUNTING DEVELOPMENTSOther than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements.RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTSReference Rate ReformIn March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective upon issuance and generally can be applied through December 31, 2024. The Company has applied and will continue to apply this guidance to account for contract modifications due to changes in reference rates as those modifications occur. We do not expect this guidance to have a material impact on our consolidated financial statements and related disclosures.Liabilities - Supplier Finance ProgramsIn September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations." This guidance requires a business entity operating as a buyer in a supplier finance agreement to disclose qualitative and quantitative information about its supplier finance programs. This guidance is effective for annual reporting periods beginning after December 15, 2022, and interim periods within those years. The Company adopted the provisions of this guidance in the first quarter of 2023. See Note 9 - Supplementary Financial Statement Information.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDSegment ReportingIn November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This guidance requires companies to disclose incremental segment information on an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023 and interim periods within those years beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance. Income TaxesIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied prospectively. The Company is currently evaluating the provisions of this guidance. Level 3: Unobservable inputs for the asset or liability reflecting the reporting entity's own assumptions or external inputs from inactive markets.Transfers between levels are recognized at the end of the reporting period.NOTE 2 RECENT ACCOUNTING DEVELOPMENTSOther than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements.RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTSReference Rate ReformIn March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective upon issuance and generally can be applied through December 31, 2024. The Company has applied and will continue to apply this guidance to account for contract modifications due to changes in reference rates as those modifications occur. We do not expect this guidance to have a material impact on our consolidated financial statements and related disclosures.Liabilities - Supplier Finance ProgramsIn September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations." This guidance requires a business entity Level 3: Unobservable inputs for the asset or liability reflecting the reporting entity's own assumptions or external inputs from inactive markets. Transfers between levels are recognized at the end of the reporting period. **Current (2025):** Other than as described below, no new accounting pronouncement issued or effective during the fiscal year has had or is expected to have a material impact on the consolidated financial statements. 66 66 66 Table of Contents Table of Contents RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTSReference Rate ReformIn March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective upon issuance and generally can be applied through December 31, 2024. The Company has applied this guidance to account for contract modifications due to changes in reference rates as those modifications occurred. This guidance has not had a material impact on our consolidated financial statements and related disclosures.Segment ReportingIn November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This guidance requires companies to disclose incremental segment information on an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023 and interim periods within those years beginning after December 15, 2024. Amendments are required to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this guidance as of January 1, 2024 which only impacted the related disclosure - see Note 20 - Financial Information by Business Segment and Geographic Area.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTEDDisaggregation of Income Statement ExpensesIn November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)." This guidance requires companies to provide more detailed information of certain income statement expenses within the footnotes to the financial statements. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied prospectively. The Company is currently evaluating the provisions of this guidance. Income TaxesIn December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." This guidance requires companies to enhance income tax disclosures, particularly around rate reconciliations and income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2024. Early adoption of these amendments is permitted and amendments should be applied prospectively. The Company plans to adopt this guidance as of January 1, 2025 and will update disclosures within the Company's 2025 annual filing. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTSReference Rate ReformIn March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective upon issuance and generally can be applied through December 31, 2024. The Company has applied this guidance to account for contract modifications due to changes in reference rates as those modifications occurred. This guidance has not had a material impact on our consolidated financial statements and related disclosures.Segment ReportingIn November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." This guidance requires companies to disclose incremental segment information on an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023 and interim periods within those years beginning after December 15, 2024. Amendments are required to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this guidance as of January 1, 2024 which only impacted the related disclosure - see Note 20 - Financial Information by Business Segment and Geographic Area. --- ## Modified: ACCOUNTS PAYABLE **Key changes:** - Reworded sentence: "The accounts payable balance included $115 million and $122 million of supplier finance program liabilities as of December 31, 2024 and 2023, respectively." **Prior (2024):** Under a supplier finance program, International Paper agrees to pay a bank the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. International Paper or the bank may terminate the agreement upon at least 90 days' notice. The supplier invoices that have been confirmed as valid under the program require payment in full on the due date with no terms exceeding 180 days. The accounts payable balance included $122 million of supplier finance program liabilities as of both December 31, 2023 and 2022. accounts payable accounts payable INTEREST Interest payments of $463 million, $380 million and $473 million were made during the years ended December 31, 2023, 2022 and 2021, respectively. Amounts related to interest were as follows: In millions202320222021Interest expense$421 $403 $430 Interest income 190 78 93 Capitalized interest costs22 18 12 **Current (2025):** Under a supplier finance program, International Paper agrees to pay a bank the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. International Paper or the bank may terminate the agreement upon at least 90 days' notice. The supplier invoices that have been confirmed as valid under the program require payment in full on the due date with no terms exceeding 180 days. The accounts payable balance included $115 million and $122 million of supplier finance program liabilities as of December 31, 2024 and 2023, respectively. accounts payable accounts payable The following table presents supplier finance program obligations confirmed and paid for the years ended December 31, 2024 and 2023: In millionsConfirmed obligations outstanding at December 31, 2022$122 Invoiced confirmed during the year594Confirmed invoices paid during the year (594)Confirmed obligations outstanding at December 31, 2023122Invoiced confirmed during the year516Confirmed invoices paid during the year(523)Confirmed obligations outstanding at December 31, 2024$115 INTEREST Interest payments of $437 million, $463 million and $380 million were made during the years ended December 31, 2024, 2023 and 2022, respectively. Amounts related to interest were as follows: In millions202420232022Interest expense$430 $421 $403 Interest income 222 190 78 Capitalized interest costs21 22 18 --- ## Modified: Capital Expenditures and Long-Term Debt **Key changes:** - Reworded sentence: "Capital spending for 2025 is planned at approximately $1.2 billion, or about 117% of depreciation and amortization." - Reworded sentence: "At December 31, 2024, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program." - Reworded sentence: "The Company was in compliance with all its debt covenants at December 31, 2024 and was well below the thresholds stipulated under the covenants as defined in the credit agreements." - Reworded sentence: "The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program." - Reworded sentence: "At December 31, 2024, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively.Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2024, were as follows: In millions20252026202720282029ThereafterDebt maturities (a)$193 $142 $346 $672 $18 $4,190 Operating lease obligations175 133 94 49 21 21 Purchase obligations (b)2,121 1,062 866 618 415 1,574 Total (c)$2,489 $1,337 $1,306 $1,339 $454 $5,785 (a)Includes financing lease obligations.(b)Includes $3.2 billion relating to fiber supply agreements." **Prior (2024):** Capital spending for 2024 is planned at approximately $800 million to $1.0 billion, or about 78% to 97% of depreciation and amortization. At December 31, 2023, International Paper's credit agreements totaled $1.9 billion, which is comprised of the $1.4 billion contractually committed bank credit agreement and up to $500 million under the receivables securitization program. In June 2023, the Company amended and restated its credit agreement to, among other things (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. Management believes these credit agreements are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. At December 31, 2023, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program. The Company's credit agreements are not subject to any restrictive covenants other than the financial covenants as disclosed on pages 80 and 81 in Note 16 - Debt and Lines of Credit of Item 8. Financial Statements and Supplementary Data, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at December 31, 2023 and was well below the thresholds stipulated under the covenants as defined in the credit agreements. Further the financial covenants do not restrict any borrowings under the credit agreements.In addition to the $1.9 billion capacity under the Company's credit agreements, International Paper has a commercial paper program with a borrowing capacity of $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of the Company's commercial paper program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2023, and $410 million outstanding as of December 31, 2022, under this program.During the first quarter of 2023, the Company entered into a variable term loan agreement providing for a $600 million term loan which was fully drawn on the date of such loan agreement and matures in 2028. The $600 million debt was issued following the repayment of $410 million of commercial paper earlier in 2023. Additionally, during the first quarter of 2023, the Company issued an approximately $72 million environmental development bond ("EDB") with an interest rate of 4.00% and a maturity date of April 1, 2026. The proceeds from this issuance were used to repay an approximately $72 million outstanding EDB that matured on April 1, 2023. During the second quarter of 2023, the Company issued approximately $24 million of debt with a variable interest rate and a maturity date of December 1, 2027. The Company had debt to, among other things (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. Management believes these credit agreements are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. At December 31, 2023, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program. The Company's credit agreements are not subject to any restrictive covenants other than the financial covenants as disclosed on pages 80 and 81 in Note 16 - Debt and Lines of Credit of Item 8. Financial Statements and Supplementary Data, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at December 31, 2023 and was well below the thresholds stipulated under the covenants as defined in the credit agreements. Further the financial covenants do not restrict any borrowings under the credit agreements. In addition to the $1.9 billion capacity under the Company's credit agreements, International Paper has a commercial paper program with a borrowing capacity of $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of the Company's commercial paper program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2023, and $410 million outstanding as of December 31, 2022, under this program. During the first quarter of 2023, the Company entered into a variable term loan agreement providing for a $600 million term loan which was fully drawn on the date of such loan agreement and matures in 2028. The $600 million debt was issued following the repayment of $410 million of commercial paper earlier in 2023. Additionally, during the first quarter of 2023, the Company issued an approximately $72 million environmental development bond ("EDB") with an interest rate of 4.00% and a maturity date of April 1, 2026. The proceeds from this issuance were used to repay an approximately $72 million outstanding EDB that matured on April 1, 2023. During the second quarter of 2023, the Company issued approximately $24 million of debt with a variable interest rate and a maturity date of December 1, 2027. The Company had debt 39 39 39 Table of Contents Table of Contents reductions of approximately $49 million of variable interest EDBs with current maturities. Additionally, during the second quarter of 2023, the Company issued an approximately $54 million EDB with a variable rate and a maturity date of May 1, 2028. The proceeds of this were used to repay an approximately $54 million EDB that matured on May 1, 2023. The Company issued an approximately $25 million EDB with a variable rate and a maturity date of June 1, 2030. The proceeds of this were used to repay an approximately $25 million EDB that matured on June 1, 2023.During the third quarter of 2023, the Company repaid an approximately $70 million EDB with an interest rate of 2.90% that matured on September 1, 2023. During the fourth quarter of 2023, the Company repaid an approximately $87 million note with an interest rate of 6.875% that matured on November 1, 2023. Additionally, the Company issued approximately $11 million of debt with a variable interest rate and a maturity date of December 1, 2027.For additional information regarding the Company's credit agreements and outstanding indebtedness, see Note 16 Debt and Lines of Credit on pages 80 and 81 of Item 8. Financial Statements and Supplementary Data.International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirements and make common stock and/or debt repurchases for the next 12 months and for the foreseeable future thereafter with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company's capital structure planning are to maximize financial flexibility and maintain appropriate levels of liquidity to meet our needs while managing balance sheet debt and interest expense. We have repurchased, and may continue to repurchase, our common stock (under our existing share repurchase program) and debt (including through open market purchases, privately negotiated transactions or otherwise) to the extent consistent with this capital structure planning, and subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. The majority of International Paper's debt is accessed through global public capital markets where we have a wide base of investors.Maintaining an investment grade credit rating is an important element of International Paper's financing strategy. At December 31, 2023, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively.Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2023, were as follows: In millions20242025202620272028ThereafterDebt maturities (a)$138 $189 $143 $333 $670 $4,120 Operating lease obligations171 127 89 60 33 31 Purchase obligations (b)2,222 847 698 507 363 1,863 Total (c)$2,531 $1,163 $930 $900 $1,066 $6,014 (a)Includes financing lease obligations.(b)Includes $3.8 billion relating to fiber supply agreements. (c)Not included in the above table due to the uncertainty of the amount and timing of the payment are unrecognized tax benefits of approximately $168 million. Also not included in the above table is $84 million of Deemed Repatriation Transition Tax associated with the 2017 Tax Cuts and Jobs Act which will be settled from 2024 - 2026. Additionally, the deferred tax liability of $485 million related to the Temple-Inland timber monetization is not included in the table above. It will be settled with the maturity of the notes in 2027.We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2023, to be permanently reinvested and, accordingly, no U.S. income taxes have been provided thereon (see Note 13 Income Taxes on pages 72 through 74 of Item 8. Financial Statements and Supplementary Data). We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.Pension Obligations and FundingAt December 31, 2023, the projected benefit obligation for the Company's U.S. defined benefit plans determined under U.S. GAAP was approximately $146 million higher than the fair value of plan assets, excluding non-U.S. plans. Plans that are subject to minimum funding requirements had plan assets of $118 million higher than the projected benefit obligation. Under current IRS funding rules, the calculation of minimum funding requirements differs from the calculation of the present value of plan benefits (the "projected benefit obligation") for accounting purposes. Funding contributions depend on the funding methods selected by the Company. The selected methods allow for the smoothing of asset values and interest rates used to measure the funding obligations. The Company continually reassesses the amount and timing of any reductions of approximately $49 million of variable interest EDBs with current maturities. Additionally, during the second quarter of 2023, the Company issued an approximately $54 million EDB with a variable rate and a maturity date of May 1, 2028. The proceeds of this were used to repay an approximately $54 million EDB that matured on May 1, 2023. The Company issued an approximately $25 million EDB with a variable rate and a maturity date of June 1, 2030. The proceeds of this were used to repay an approximately $25 million EDB that matured on June 1, 2023.During the third quarter of 2023, the Company repaid an approximately $70 million EDB with an interest rate of 2.90% that matured on September 1, 2023. During the fourth quarter of 2023, the Company repaid an approximately $87 million note with an interest rate of 6.875% that matured on November 1, 2023. Additionally, the Company issued approximately $11 million of debt with a variable interest rate and a maturity date of December 1, 2027.For additional information regarding the Company's credit agreements and outstanding indebtedness, see Note 16 Debt and Lines of Credit on pages 80 and 81 of Item 8. Financial Statements and Supplementary Data.International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirements and make common stock and/or debt repurchases for the next 12 months and for the foreseeable future thereafter with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company's capital structure planning are to maximize financial flexibility and maintain appropriate levels of liquidity to meet our needs while managing balance sheet debt and interest expense. We have repurchased, and may continue to repurchase, our common stock (under our existing share repurchase program) and debt (including through open market purchases, privately negotiated transactions or otherwise) to the extent consistent with this capital structure planning, and subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. The majority of International Paper's debt is accessed through global public capital markets where we have a wide base of investors. reductions of approximately $49 million of variable interest EDBs with current maturities. Additionally, during the second quarter of 2023, the Company issued an approximately $54 million EDB with a variable rate and a maturity date of May 1, 2028. The proceeds of this were used to repay an approximately $54 million EDB that matured on May 1, 2023. The Company issued an approximately $25 million EDB with a variable rate and a maturity date of June 1, 2030. The proceeds of this were used to repay an approximately $25 million EDB that matured on June 1, 2023. During the third quarter of 2023, the Company repaid an approximately $70 million EDB with an interest rate of 2.90% that matured on September 1, 2023. During the fourth quarter of 2023, the Company repaid an approximately $87 million note with an interest rate of 6.875% that matured on November 1, 2023. Additionally, the Company issued approximately $11 million of debt with a variable interest rate and a maturity date of December 1, 2027. For additional information regarding the Company's credit agreements and outstanding indebtedness, see Note 16 Debt and Lines of Credit on pages 80 and 81 of Item 8. Financial Statements and Supplementary Data. International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirements and make common stock and/or debt repurchases for the next 12 months and for the foreseeable future thereafter with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company's capital structure planning are to maximize financial flexibility and maintain appropriate levels of liquidity to meet our needs while managing balance sheet debt and interest expense. We have repurchased, and may continue to repurchase, our common stock (under our existing share repurchase program) and debt (including through open market purchases, privately negotiated transactions or otherwise) to the extent consistent with this capital structure planning, and subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. The majority of International Paper's debt is accessed through global public capital markets where we have a wide base of investors. Maintaining an investment grade credit rating is an important element of International Paper's financing strategy. At December 31, 2023, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively.Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2023, were as follows: In millions20242025202620272028ThereafterDebt maturities (a)$138 $189 $143 $333 $670 $4,120 Operating lease obligations171 127 89 60 33 31 Purchase obligations (b)2,222 847 698 507 363 1,863 Total (c)$2,531 $1,163 $930 $900 $1,066 $6,014 (a)Includes financing lease obligations.(b)Includes $3.8 billion relating to fiber supply agreements. (c)Not included in the above table due to the uncertainty of the amount and timing of the payment are unrecognized tax benefits of approximately $168 million. Also not included in the above table is $84 million of Deemed Repatriation Transition Tax associated with the 2017 Tax Cuts and Jobs Act which will be settled from 2024 - 2026. Additionally, the deferred tax liability of $485 million related to the Temple-Inland timber monetization is not included in the table above. It will be settled with the maturity of the notes in 2027.We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2023, to be permanently reinvested and, accordingly, no U.S. income taxes have been provided thereon (see Note 13 Income Taxes on pages 72 through 74 of Item 8. Financial Statements and Supplementary Data). We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.Pension Obligations and FundingAt December 31, 2023, the projected benefit obligation for the Company's U.S. defined benefit plans determined under U.S. GAAP was approximately $146 million higher than the fair value of plan assets, excluding non-U.S. plans. Plans that are subject to minimum funding requirements had plan assets of $118 million higher than the projected benefit obligation. Under current IRS funding rules, the calculation of minimum funding requirements differs from the calculation of the present value of plan benefits (the "projected benefit obligation") for accounting purposes. Funding contributions depend on the funding methods selected by the Company. The selected methods allow for the smoothing of asset values and interest rates used to measure the funding obligations. The Company continually reassesses the amount and timing of any Maintaining an investment grade credit rating is an important element of International Paper's financing strategy. At December 31, 2023, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively. Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2023, were as follows: In millions20242025202620272028ThereafterDebt maturities (a)$138 $189 $143 $333 $670 $4,120 Operating lease obligations171 127 89 60 33 31 Purchase obligations (b)2,222 847 698 507 363 1,863 Total (c)$2,531 $1,163 $930 $900 $1,066 $6,014 (a)Includes financing lease obligations. (b)Includes $3.8 billion relating to fiber supply agreements. (c)Not included in the above table due to the uncertainty of the amount and timing of the payment are unrecognized tax benefits of approximately $168 million. Also not included in the above table is $84 million of Deemed Repatriation Transition Tax associated with the 2017 Tax Cuts and Jobs Act which will be settled from 2024 - 2026. Additionally, the deferred tax liability of $485 million related to the Temple-Inland timber monetization is not included in the table above. It will be settled with the maturity of the notes in 2027. We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2023, to be permanently reinvested and, accordingly, no U.S. income taxes have been provided thereon (see Note 13 Income Taxes on pages 72 through 74 of Item 8. Financial Statements and Supplementary Data). We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements. **Current (2025):** Capital spending for 2025 is planned at approximately $1.2 billion, or about 117% of depreciation and amortization. At December 31, 2024, International Paper's credit agreements totaled $1.9 billion, which is comprised of the $1.4 billion contractually committed bank credit agreement and up to $500 million under the receivables securitization program. In June 2023, the Company amended and restated its credit agreement to, among other things (i) reduce the size of the contractually committed bank facility from $1.5 billion to $1.4 billion, (ii) extend the maturity date from June 2026 to June 2028, and (iii) replace the LIBOR-based rate with a SOFR-based rate. Management believes these credit agreements are adequate to cover expected operating cash flow variability during the current economic cycle. The credit agreements generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper's credit rating. At December 31, 2024, the Company had no borrowings outstanding under the $1.4 billion credit agreement or the $500 million receivables securitization program. The Company's credit agreements are not subject to any restrictive covenants other than the financial covenants as disclosed on pages 84 and 85 in Note 15 - Debt and Lines of Credit of Item 8. Financial Statements and Supplementary Data, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at December 31, 2024 and was well below the thresholds stipulated under the covenants as defined in the credit agreements. Further the financial covenants do not restrict any borrowings under the credit agreements. In addition to the $1.9 billion capacity under the Company's credit agreements, International Paper has a commercial paper program with a borrowing capacity of $1.0 billion supported by its $1.4 billion credit agreement. Under the terms of the Company's commercial paper program, individual maturities on borrowings may vary, but not exceed one year from the date of issue. Interest bearing notes may be issued either as fixed or floating rate notes. The Company had no borrowings outstanding as of December 31, 2024 and December 31, 2023 under this program. During the year ended December 31, 2024, the Company had debt reductions of $141 million in 2024, related primarily to $14 million of capital leases and $127 million of environmental development bonds ("EDB"). In addition, during the year ended December 31, 2024, the Company also had debt issuances of $102 million of EDBs.For additional information regarding the Company's credit agreements and outstanding indebtedness, see Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8. Financial Statements and Supplementary Data.International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirements and make common stock and/or debt repurchases for the next 12 months and for the foreseeable future thereafter with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company's capital structure planning are to maximize financial flexibility and maintain appropriate levels of liquidity to meet our needs while managing balance sheet debt and interest expense. We have repurchased, and may continue to repurchase, our common stock (under our existing share repurchase program) and debt (including through open market purchases, privately negotiated transactions or otherwise) to the extent consistent with this capital structure planning, and subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. The majority of International Paper's debt is accessed through global public capital markets where we have a wide base of investors.Maintaining an investment grade credit rating is an important element of International Paper's financing strategy. At December 31, 2024, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively.Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2024, were as follows: In millions20252026202720282029ThereafterDebt maturities (a)$193 $142 $346 $672 $18 $4,190 Operating lease obligations175 133 94 49 21 21 Purchase obligations (b)2,121 1,062 866 618 415 1,574 Total (c)$2,489 $1,337 $1,306 $1,339 $454 $5,785 (a)Includes financing lease obligations.(b)Includes $3.2 billion relating to fiber supply agreements. (c)Not included in the above table due to the uncertainty of the amount and timing of the payment are unrecognized tax benefits of approximately $199 million. Also not included in December 31, 2024, the Company also had debt issuances of $102 million of EDBs. For additional information regarding the Company's credit agreements and outstanding indebtedness, see Note 15 Debt and Lines of Credit on pages 84 and 85 of Item 8. Financial Statements and Supplementary Data. International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirements and make common stock and/or debt repurchases for the next 12 months and for the foreseeable future thereafter with current cash balances and cash from operations, supplemented as required by its existing credit facilities. The Company will continue to rely on debt and capital markets for the majority of any necessary long-term funding not provided by operating cash flows. Funding decisions will be guided by our capital structure planning objectives. The primary goals of the Company's capital structure planning are to maximize financial flexibility and maintain appropriate levels of liquidity to meet our needs while managing balance sheet debt and interest expense. We have repurchased, and may continue to repurchase, our common stock (under our existing share repurchase program) and debt (including through open market purchases, privately negotiated transactions or otherwise) to the extent consistent with this capital structure planning, and subject to prevailing market conditions, our liquidity requirements, applicable securities laws requirements and other factors. The majority of International Paper's debt is accessed through global public capital markets where we have a wide base of investors. Maintaining an investment grade credit rating is an important element of International Paper's financing strategy. At December 31, 2024, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody's, respectively. Contractual obligations for future payments under existing debt and lease commitments and purchase obligations at December 31, 2024, were as follows: In millions20252026202720282029ThereafterDebt maturities (a)$193 $142 $346 $672 $18 $4,190 Operating lease obligations175 133 94 49 21 21 Purchase obligations (b)2,121 1,062 866 618 415 1,574 Total (c)$2,489 $1,337 $1,306 $1,339 $454 $5,785 (a)Includes financing lease obligations. (b)Includes $3.2 billion relating to fiber supply agreements. (c)Not included in the above table due to the uncertainty of the amount and timing of the payment are unrecognized tax benefits of approximately $199 million. Also not included in 46 46 46 Table of Contents Table of Contents the above table is $67 million of Deemed Repatriation Transition Tax associated with the 2017 Tax Cuts and Jobs Act which will be settled from 2025 - 2026. Additionally, the deferred tax liability of $486 million related to the Temple-Inland timber monetization is not included in the table above. It will be settled with the maturity of the notes in 2027.We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2024, to be permanently reinvested and, accordingly, no U.S. income taxes have been provided thereon (see Note 12 Income Taxes on pages 77 through 79 of Item 8. Financial Statements and Supplementary Data). We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.Pension Obligations and FundingAt December 31, 2024, the projected benefit obligation for the Company's U.S. defined benefit plans determined under U.S. GAAP was approximately $156 million higher than the fair value of plan assets, excluding non-U.S. plans. Plans that are subject to minimum funding requirements had plan assets of $92 million higher than the projected benefit obligation. Under current IRS funding rules, the calculation of minimum funding requirements differs from the calculation of the present value of plan benefits (the "projected benefit obligation") for accounting purposes. Funding contributions depend on the funding methods selected by the Company. The selected methods allow for the smoothing of asset values and interest rates used to measure the funding obligations. The Company continually reassesses the amount and timing of any discretionary contributions and elected not to make any voluntary contributions in 2022, 2023 or 2024. At this time, we do not expect to have any required contributions to our plans in 2025, although the Company may elect to make future voluntary contributions. The timing and amount of future contributions, which could be material, will depend on a number of factors, including the actual earnings and changes in values of plan assets and changes in interest rates. CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with U.S. GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain.Accounting policies whose application has had or is reasonably likely to have a material impact on the reported results of operations and financial position of International Paper, and that can require a significant level of estimation or uncertainty by management that affect their application, include the accounting for contingencies, impairment or disposal of long-lived assets and goodwill, pensions and income taxes. Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm.CONTINGENT LIABILITIESAccruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The Company estimated the probable liability associated with environmental matters to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and 2023, respectively. Liabilities for asbestos-related matters require reviews of recent and historical claims data. The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, net of estimated insurance recoveries, as of December 31, 2024 and 2023, respectively. The Company utilizes its in-house legal counsel and environmental experts to develop estimates of its legal, environmental and asbestos obligations, supplemented as needed by third-party specialists to analyze its most complex contingent liabilities.IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILLLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. An impairment of a long-lived asset exists when the asset's carrying amount exceeds its fair value. the above table is $67 million of Deemed Repatriation Transition Tax associated with the 2017 Tax Cuts and Jobs Act which will be settled from 2025 - 2026. Additionally, the deferred tax liability of $486 million related to the Temple-Inland timber monetization is not included in the table above. It will be settled with the maturity of the notes in 2027.We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2024, to be permanently reinvested and, accordingly, no U.S. income taxes have been provided thereon (see Note 12 Income Taxes on pages 77 through 79 of Item 8. Financial Statements and Supplementary Data). We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.Pension Obligations and FundingAt December 31, 2024, the projected benefit obligation for the Company's U.S. defined benefit plans determined under U.S. GAAP was approximately $156 million higher than the fair value of plan assets, excluding non-U.S. plans. Plans that are subject to minimum funding requirements had plan assets of $92 million higher than the projected benefit obligation. Under current IRS funding rules, the calculation of minimum funding requirements differs from the calculation of the present value of plan benefits (the "projected benefit obligation") for accounting purposes. Funding contributions depend on the funding methods selected by the Company. The selected methods allow for the smoothing of asset values and interest rates used to measure the funding obligations. The Company continually reassesses the amount and timing of any discretionary contributions and elected not to make any voluntary contributions in 2022, 2023 or 2024. At this time, we do not expect to have any required contributions to our plans in 2025, although the Company may elect to make future voluntary contributions. The timing and amount of future contributions, which could be material, will depend on a number of factors, including the actual earnings and changes in values of plan assets and changes in interest rates. CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with U.S. GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain. the above table is $67 million of Deemed Repatriation Transition Tax associated with the 2017 Tax Cuts and Jobs Act which will be settled from 2025 - 2026. Additionally, the deferred tax liability of $486 million related to the Temple-Inland timber monetization is not included in the table above. It will be settled with the maturity of the notes in 2027. We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2024, to be permanently reinvested and, accordingly, no U.S. income taxes have been provided thereon (see Note 12 Income Taxes on pages 77 through 79 of Item 8. Financial Statements and Supplementary Data). We do not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements. --- ## Modified: INVENTORIES **Key changes:** - Reworded sentence: "In millions at December 3120242023Raw materials$188 $229 Finished pulp and packaging products934 975 Operating supplies623 622 Other39 63 Inventories$1,784 $1,889 The last-in, first-out inventory method is used to value most of International Paper's U.S." - Reworded sentence: "The last-in, first-out inventory reserve was $336 million and $343 million at December 31, 2024 and 2023, respectively." **Prior (2024):** Inventories are valued at the lower of cost or market value and include all costs directly associated with manufacturing products: materials, labor and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products, are generally determined using the last-in, first-out method. Other inventories are valued using the first-in, first-out or average cost methods. See Note 9 for further details. 57 57 57 Table of Contents Table of Contents LEASED ASSETSOperating lease right of use ("ROU") assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles, and leases within supply agreements primarily relate to usage, repairs and maintenance. As the implicit rate is not readily determinable for most of the Company's leases, the Company applies a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. Leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases except for certain gas and chemical agreements. See Note 10 for further details.PLANTS, PROPERTIES AND EQUIPMENTPlants, properties and equipment are stated at cost, less accumulated depreciation. Expenditures for betterments are capitalized, whereas normal repairs and maintenance are expensed as incurred. The units-of-production method of depreciation is used for pulp and paper mills, and the straight-line method is used for other plants and equipment. If a decision is made to abandon plants, properties or equipment before the end of its useful life, depreciation expense is revised to reflect the shortened useful life. See Note 9 for further details.GOODWILLAnnual evaluation for possible goodwill impairment is performed as of the beginning of the fourth quarter of each year, with additional interim evaluation performed when management believes that it is more likely than not, that events or circumstances have occurred that would result in the impairment of a reporting unit's goodwill.The Company has the option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then the quantitative goodwill impairment test is not required to be performed. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company is required to perform the quantitative goodwill impairment test. In performing this evaluation, the Company estimates the fair value of its reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. For reporting units whose carrying amount is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. The inputs related to the undiscounted cash flows requires judgments as to whether assets are held and used or held for sale, the weighting of operational alternatives being considered by management and estimates of the amount and timing of expected future cash flows from the use of the long-lived assets generated by their use. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. We estimate fair value using discounted cash flows and other valuation techniques as needed. LEASED ASSETSOperating lease right of use ("ROU") assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. The Company's leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles, and leases within supply agreements primarily relate to usage, repairs and maintenance. As the implicit rate is not readily determinable for most of the Company's leases, the Company applies a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a quarterly basis for measurement of new lease liabilities. Leases having a lease term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases except for certain gas and chemical agreements. See Note 10 for further details.PLANTS, PROPERTIES AND EQUIPMENTPlants, properties and equipment are stated at cost, less accumulated depreciation. Expenditures for betterments are capitalized, whereas normal repairs and maintenance are expensed as incurred. The units-of-production method of depreciation is used for pulp and paper mills, and the straight-line method is used for other plants and equipment. If a decision is made to abandon plants, properties or equipment before the end of its useful life, depreciation expense is revised to reflect the shortened useful life. See Note 9 for further details.GOODWILLAnnual evaluation for possible goodwill impairment is performed as of the beginning of the fourth quarter of each year, with additional interim evaluation performed when management believes that it is more likely than not, that events or circumstances have **Current (2025):** Inventories include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products are generally determined using the last-in, first-out method. These inventories are measured at the lower of cost or market. Other inventories are valued using the first-in, first-out or average cost methods. These inventories are measured at the lower of cost or net realizable value. See Note 8 for further details. --- ## Modified: We are subject to risks associated with climate change and other sustainability matters and global, regional and local weather conditions as well as by legal, regulatory, and market responses to climate change. **Key changes:** - Reworded sentence: "Climate change impacts, including rising temperatures and the increasing severity and/or frequency of adverse weather conditions, may result in operational impacts on our facilities, as well as supply chain disruptions and increased raw material and other costs." - Reworded sentence: "Climate change may also contribute to the decreased productivity of forests, a key source in the production of paper products, and adverse impacts on the distribution and abundance of species, and the spread of disease and insect epidemics, any of which developments could adversely affect forestland management and the availability of energy and water resources." - Reworded sentence: "In recent years, there has been a heightened focus, including from investors, customers, the general public, domestic and foreign governmental (including but not limited to the United Kingdom and the European Union) and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, greenhouse gas ("GHG") emissions, packaging and waste, sustainable supply chain practices, biodiversity, deforestation, land, energy and water use, and human capital matters." - Reworded sentence: "Additional expenses are expected to be incurred as a result of domestic and international regulators requiring additional disclosures regarding GHG emissions." - Reworded sentence: "If we are unable to meet climate and other sustainability targets and goals, on projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in our best interests, investor, customer and other stakeholder relationships could be damaged, which could adversely impact our reputation, business and results of operations." **Prior (2024):** WE ARE SUBJECT TO RISKS ASSOCIATED WITH CLIMATE CHANGE AND OTHER SUSTAINABILITY MATTERS AND GLOBAL, REGIONAL AND LOCAL WEATHER CONDITIONS AS WELL AS BY LEGAL, REGULATORY, AND MARKET RESPONSES TO CLIMATE CHANGE. Climate change impacts, including rising temperatures and the increasing severity and/or frequency of adverse weather conditions, may result in operational impacts on our facilities, supply chain disruptions and increased raw material and other costs. These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and drought. Climate change may also contribute to the decreased productivity of forests and adverse impacts on the distribution and abundance of species, and the spread of disease and insect epidemics, any of which developments could adversely affect timber harvesting. The effects of climate change and global, regional and local weather conditions, including the resulting financial costs of compliance with legal or regulatory initiatives, could have a material adverse effect on our results of operations and business. There has been an increased focus, including from investors, customers, the general public, U.S. and foreign governmental and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, GHG emissions, packaging and waste, sustainable supply chain practices, biodiversity, deforestation, land, energy and water use, diversity and inclusion and other human capital matters. This increased focus on sustainability matters, including climate change, may result in more prescriptive reporting requirements with respect to sustainability metrics, an increased expectation that such metrics will be voluntarily disclosed by companies such as ours, and increased pressure to make commitments, set targets, or establish goals, and take action to meet them. As the result of this increased focus and our commitment to sustainability matters, we have voluntarily provided disclosure and established targets and goals with respect to various sustainability matters, including climate change. For example, we have made public commitments regarding our intended reduction of carbon emissions, including our Vision 2030 goal of reducing Scope 1, 2 and 3 GHG emissions by 35% from 2019-2030, which have been approved by SBTi as consistent with levels required to meet the goals of the 2015 Paris Agreement. Meeting these and other sustainability targets and goals have increased, and may continue to increase, our capital and operational costs. There also continues to be a lack of consistency in legal and regulatory initiatives regarding climate change across jurisdictions and various governmental entities. We also expect to incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding GHG emissions. Further, there can be no assurance regarding the extent to which our climate and other sustainability targets will be achieved, and the achievement of these targets is subject to various risks and uncertainties, some of which are outside our control. Moreover, there is no assurance that investments made in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. If we are unable to meet climate and other sustainability targets and goals, on our projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in our best interests, any such developments could adversely impact our reputation as well as investor, customer and other stakeholder relationships, which could adversely impact our business and results of operations. Moreover, not all of our competitors establish climate or other sustainability targets and goals at comparable levels to ours, which could result in competitors having lower supply chain or operating costs as well as reduced reputational risks associated with not meeting such goals.Other climate-related business risks that we face include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of our operations and our products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related business risks materialize, particularly if we are unprepared for them, we may incur unexpected costs, and our business may be materially and adversely affected. make commitments, set targets, or establish goals, and take action to meet them. As the result of this increased focus and our commitment to sustainability matters, we have voluntarily provided disclosure and established targets and goals with respect to various sustainability matters, including climate change. For example, we have made public commitments regarding our intended reduction of carbon emissions, including our Vision 2030 goal of reducing Scope 1, 2 and 3 GHG emissions by 35% from 2019-2030, which have been approved by SBTi as consistent with levels required to meet the goals of the 2015 Paris Agreement. Meeting these and other sustainability targets and goals have increased, and may continue to increase, our capital and operational costs. There also continues to be a lack of consistency in legal and regulatory initiatives regarding climate change across jurisdictions and various governmental entities. We also expect to incur additional expenses as a result of U.S. and international regulators requiring additional disclosures regarding GHG emissions. Further, there can be no assurance regarding the extent to which our climate and other sustainability targets will be achieved, and the achievement of these targets is subject to various risks and uncertainties, some of which are outside our control. Moreover, there is no assurance that investments made in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. If we are unable to meet climate and other sustainability targets and goals, on our projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in our best interests, any such developments could adversely impact our reputation as well as investor, customer and other stakeholder relationships, which could adversely impact our business and results of operations. Moreover, not all of our competitors establish climate or other sustainability targets and goals at comparable levels to ours, which could result in competitors having lower supply chain or operating costs as well as reduced reputational risks associated with not meeting such goals. Other climate-related business risks that we face include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of our operations and our products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related business risks materialize, particularly if we are unprepared for them, we may incur unexpected costs, and our business may be materially and adversely affected. 13 13 13 Table of Contents Table of Contents RISKS RELATED TO OUR INDEBTEDNESSTHE LEVEL OF OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND IMPAIR OUR ABILITY TO OPERATE OUR BUSINESS. As of December 31, 2023, we had approximately $5.6 billion of outstanding indebtedness. The level of our indebtedness could have important consequences to our financial condition, operating results and business, including the following:•it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, dividends, share repurchases, debt service requirements, acquisitions and general corporate or other purposes;•a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities;•the debt service requirements of our indebtedness could make it more difficult for us to satisfy other obligations;•it may limit our ability to adjust to changing market conditions, including to take actions in connection with elevated interest rates (such as in the current elevated interest rate environment), and place us at a competitive disadvantage compared to our competitors that have less debt;•it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars;•it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance indebtedness at higher interest rates, which risk is heightened by the current high interest rate environment; and•it may increase our vulnerability to a downturn in general economic conditions or in our business, and may make us unable to carry out capital spending that is important to our growth.In addition, we are subject to agreements governing our indebtedness that require us to meet and maintain certain financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or other significant adverse developments with respect to our results of operations or financial condition, may affect our ability to comply with these covenants or meet those financial ratios and tests and could require us to take action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the risks associated with our indebtedness as noted above.WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR VARIABLE RATE DEBT We have interest rate risk, primarily related to variable rate debt in the aggregate amount of approximately $908 million as of December 31, 2023, associated with our short-term cash investments, variable rate debts, supply chain financing, short-term debt and the installment notes and loans in the Temple-Inland timber monetization special purpose entities. Interest rates rose significantly during 2022 and 2023 and could remain high and volatile in 2024 and beyond. Changes in interest rates impact how much we earn on our short-term cash investments, the interest rate we pay on our variable rate debt and credit agreements, the cost of supply chain financing and the refinance rate of our short-term debt. For additional information, see "Market Risk - Interest Rate Risk" in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations on page 44.CHANGES IN CREDIT RATINGS ISSUED BY NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATIONS COULD ADVERSELY AFFECT OUR COST OF FINANCING AND HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR SECURITIES. Maintaining an investment-grade credit rating is an important element of our financial strategy. A downgrade of the Company's ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit our access to the capital markets, have an adverse effect on the market price of our securities, increase our cost of borrowing and require us to post collateral for derivatives in a net liability position. Our desire to maintain the Company's investment grade rating may cause us to take certain actions designed RISKS RELATED TO OUR INDEBTEDNESSTHE LEVEL OF OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND IMPAIR OUR ABILITY TO OPERATE OUR BUSINESS. As of December 31, 2023, we had approximately $5.6 billion of outstanding indebtedness. The level of our indebtedness could have important consequences to our financial condition, operating results and business, including the following:•it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, dividends, share repurchases, debt service requirements, acquisitions and general corporate or other purposes;•a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities;•the debt service requirements of our indebtedness could make it more difficult for us to satisfy other obligations;•it may limit our ability to adjust to changing market conditions, including to take actions in connection with elevated interest rates (such as in the current elevated interest rate environment), and place us at a competitive disadvantage compared to our competitors that have less debt;•it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a variety of currencies around the world and our debt is denominated in U.S. dollars;•it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance indebtedness at higher interest rates, which risk is heightened by the current high interest rate environment; and•it may increase our vulnerability to a downturn in general economic conditions or in our business, and may make us unable to carry out capital spending that is important to our growth.In addition, we are subject to agreements governing our indebtedness that require us to meet and **Current (2025):** Climate change impacts, including rising temperatures and the increasing severity and/or frequency of adverse weather conditions, may result in operational impacts on our facilities, as well as supply chain disruptions and increased raw material and other costs. These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and drought. Climate change may also contribute to the decreased productivity of forests, a key source in the production of paper products, and adverse impacts on the distribution and abundance of species, and the spread of disease and insect epidemics, any of which developments could adversely affect forestland management and the availability of energy and water resources. The effects of climate change and global, regional and local weather conditions, including the resulting financial costs of compliance with legal or regulatory initiatives, could have a material adverse effect on our results of operations and business. In recent years, there has been a heightened focus, including from investors, customers, the general public, domestic and foreign governmental (including but not limited to the United Kingdom and the European Union) and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, greenhouse gas ("GHG") emissions, packaging and waste, sustainable supply chain practices, biodiversity, deforestation, land, energy and water use, and human capital matters. This heightened focus on sustainability matters, including climate change, has resulted in more prescriptive reporting requirements with respect to sustainability metrics and other new requirements, an increased expectation that such metrics will be voluntarily disclosed by companies such as ours, and increased pressure with respect to making commitments, setting targets, or establishing goals, and taking action to meet them, which has caused and is expected to continue to cause the incurrence by us of increased compliance costs. As the result of this increased focus and commitment to sustainability matters, we (either voluntarily and/or as required by applicable law and regulation) have provided disclosure and established targets and goals with respect to various sustainability matters, including climate change. For example, we have publicly committed to reducing our Scope 1, 2 and 3 GHG emissions by 35% from 2019 to 2030. Meeting these and other sustainability targets and goals have increased our capital and operational costs. Further, we may continue to establish, increase and/or revise such disclosure, targets and goals in the future. For example, following the completion of our business combination with DS Smith, we are reassessing our Vision 2030 goals to ensure that they align with our Climate change impacts, including rising temperatures and the increasing severity and/or frequency of adverse weather conditions, may result in operational impacts on our facilities, as well as supply chain disruptions and increased raw material and other costs. These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and drought. Climate change may also contribute to the decreased productivity of forests, a key source in the production of paper products, and adverse impacts on the distribution and abundance of species, and the spread of disease and insect epidemics, any of which developments could adversely affect forestland management and the availability of energy and water resources. The effects of climate change and global, regional and local weather conditions, including the resulting financial costs of compliance with legal or regulatory initiatives, could have a material adverse effect on our results of operations and business. In recent years, there has been a heightened focus, including from investors, customers, the general public, domestic and foreign governmental (including but not limited to the United Kingdom and the European Union) and nongovernmental authorities, regarding sustainability matters, including with respect to climate change, greenhouse gas ("GHG") emissions, packaging and waste, sustainable supply chain practices, biodiversity, deforestation, land, energy and water use, and human capital matters. This heightened focus on sustainability matters, including climate change, has resulted in more prescriptive reporting requirements with respect to sustainability metrics and other new requirements, an increased expectation that such metrics will be voluntarily disclosed by companies such as ours, and increased pressure with respect to making commitments, setting targets, or establishing goals, and taking action to meet them, which has caused and is expected to continue to cause the incurrence by us of increased compliance costs. As the result of this increased focus and commitment to sustainability matters, we (either voluntarily and/or as required by applicable law and regulation) have provided disclosure and established targets and goals with respect to various sustainability matters, including climate change. For example, we have publicly committed to reducing our Scope 1, 2 and 3 GHG emissions by 35% from 2019 to 2030. Meeting these and other sustainability targets and goals have increased our capital and operational costs. Further, we may continue to establish, increase and/or revise such disclosure, targets and goals in the future. For example, following the completion of our business combination with DS Smith, we are reassessing our Vision 2030 goals to ensure that they align with our 18 18 18 Table of Contents Table of Contents expanded operations and capabilities, which may result in modifications to our existing targets and timelines. While we aim to lever the strengths and synergies of our combined Company to enhance our initiatives, there is a risk that we may need to revise our Vision 2030 goals to ensure they align with our expanded business operations, increased scale and global presence. Efforts to achieve our initiatives and goals, including collecting, measuring, and reporting sustainability information, involve operational, reputational, financial, legal, and other challenges and may result in additional costs or delays related to achieving our Vision 2030 goals. Such efforts may have a negative impact on us, including our brand name, reputation, and the market price of our common stock.There also continues to be a lack of consistency in legal and regulatory initiatives regarding climate change across jurisdictions and various governmental entities. Additional expenses are expected to be incurred as a result of domestic and international regulators requiring additional disclosures regarding GHG emissions. Further, there can be no assurance regarding the extent to which our climate and other sustainability targets can be achieved, and the achievement of these targets is subject to various risks and uncertainties, some of which are outside our control. Moreover, there is no assurance that investments made in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. If we are unable to meet climate and other sustainability targets and goals, on projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in our best interests, investor, customer and other stakeholder relationships could be damaged, which could adversely impact our reputation, business and results of operations. Moreover, not all of our competitors establish climate or other sustainability targets and goals at comparable levels, which could result in competitors having lower supply chain or operating costs as well as reduced reputational risks associated with not meeting such goals. We may be unable to manage energy demand needs within our sustainability targets and certain of our respective acquisitions, may bring new sustainability challenges. Such inability to manage sustainability demands and challenges could have a significant impact on our business, financial condition, results of operations and/or future prospects. Other climate-related business risks that we face, include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of operations and products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related business risks materialize, particularly if we are unprepared for them, we may incur unexpected costs, and our business may be materially and adversely affected.Additionally, sustainability reporting is becoming more broadly expected by regulators, investors, shareholders, and other third parties. If we do not adapt to or comply with such investor, customer, or other stakeholder expectations, or if we are perceived to have not responded appropriately or quickly enough to growing sustainability related concerns for sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer reputational damage or be precluded from doing business with certain customers. Our business, financial condition, and/or the market price of our common stock could be materially and adversely affected. Further, our sustainability and goals may not be favored by certain stakeholders, whose priorities and expectations may not align or may be opposed to one another, which could result in public scrutiny or reputational damage, and could impact the attraction and retention of investors, customers, and employees.RISKS RELATED TO OUR OPERATIONS We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology used to manage operations and other business processes. Our business operations rely on securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. We have invested in information technology security initiatives and risk management, as well as incident response, business continuity and disaster recovery plans, but it is not possible to eliminate all systematic or external risk. Further, the development and maintenance of information technology security measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the global regulatory environment surrounding information security, data privacy and data protection is becoming increasingly restrictive and is evolving frequently. The current cyber threat environment presents increased risk for all companies, including those in expanded operations and capabilities, which may result in modifications to our existing targets and timelines. While we aim to lever the strengths and synergies of our combined Company to enhance our initiatives, there is a risk that we may need to revise our Vision 2030 goals to ensure they align with our expanded business operations, increased scale and global presence. Efforts to achieve our initiatives and goals, including collecting, measuring, and reporting sustainability information, involve operational, reputational, financial, legal, and other challenges and may result in additional costs or delays related to achieving our Vision 2030 goals. Such efforts may have a negative impact on us, including our brand name, reputation, and the market price of our common stock.There also continues to be a lack of consistency in legal and regulatory initiatives regarding climate change across jurisdictions and various governmental entities. Additional expenses are expected to be incurred as a result of domestic and international regulators requiring additional disclosures regarding GHG emissions. Further, there can be no assurance regarding the extent to which our climate and other sustainability targets can be achieved, and the achievement of these targets is subject to various risks and uncertainties, some of which are outside our control. Moreover, there is no assurance that investments made in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. If we are unable to meet climate and other sustainability targets and goals, on projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in our best interests, investor, customer and other stakeholder relationships could be damaged, which could adversely impact our reputation, business and results of operations. Moreover, not all of our competitors establish climate or other sustainability targets and goals at comparable levels, which could result in competitors having lower supply chain or operating costs as well as reduced reputational risks associated with not meeting such goals. We may be unable to manage energy demand needs within our sustainability targets and certain of our respective acquisitions, may bring new sustainability challenges. Such inability to manage sustainability demands and challenges could have a significant impact on our business, financial condition, results of operations and/or future prospects. Other climate-related business risks that we face, include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of expanded operations and capabilities, which may result in modifications to our existing targets and timelines. While we aim to lever the strengths and synergies of our combined Company to enhance our initiatives, there is a risk that we may need to revise our Vision 2030 goals to ensure they align with our expanded business operations, increased scale and global presence. Efforts to achieve our initiatives and goals, including collecting, measuring, and reporting sustainability information, involve operational, reputational, financial, legal, and other challenges and may result in additional costs or delays related to achieving our Vision 2030 goals. Such efforts may have a negative impact on us, including our brand name, reputation, and the market price of our common stock. There also continues to be a lack of consistency in legal and regulatory initiatives regarding climate change across jurisdictions and various governmental entities. Additional expenses are expected to be incurred as a result of domestic and international regulators requiring additional disclosures regarding GHG emissions. Further, there can be no assurance regarding the extent to which our climate and other sustainability targets can be achieved, and the achievement of these targets is subject to various risks and uncertainties, some of which are outside our control. Moreover, there is no assurance that investments made in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability performance. If we are unable to meet climate and other sustainability targets and goals, on projected timelines or at all, or if such goals and targets are perceived negatively, including the perception that they are not sufficiently robust or, conversely, are too costly or not otherwise in our best interests, investor, customer and other stakeholder relationships could be damaged, which could adversely impact our reputation, business and results of operations. Moreover, not all of our competitors establish climate or other sustainability targets and goals at comparable levels, which could result in competitors having lower supply chain or operating costs as well as reduced reputational risks associated with not meeting such goals. We may be unable to manage energy demand needs within our sustainability targets and certain of our respective acquisitions, may bring new sustainability challenges. Such inability to manage sustainability demands and challenges could have a significant impact on our business, financial condition, results of operations and/or future prospects. Other climate-related business risks that we face, include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of operations and products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related business risks materialize, particularly if we are unprepared for them, we may incur unexpected costs, and our business may be materially and adversely affected.Additionally, sustainability reporting is becoming more broadly expected by regulators, investors, shareholders, and other third parties. If we do not adapt to or comply with such investor, customer, or other stakeholder expectations, or if we are perceived to have not responded appropriately or quickly enough to growing sustainability related concerns for sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer reputational damage or be precluded from doing business with certain customers. Our business, financial condition, and/or the market price of our common stock could be materially and adversely affected. Further, our sustainability and goals may not be favored by certain stakeholders, whose priorities and expectations may not align or may be opposed to one another, which could result in public scrutiny or reputational damage, and could impact the attraction and retention of investors, customers, and employees.RISKS RELATED TO OUR OPERATIONS We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology used to manage operations and other business processes. Our business operations rely on securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. We have invested in information technology security initiatives and risk management, as well as incident response, business continuity and disaster recovery plans, but it is not possible to eliminate all systematic or external risk. Further, the development and maintenance of information technology security measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the global regulatory environment surrounding information security, data privacy and data protection is becoming increasingly restrictive and is evolving frequently. The current cyber threat environment presents increased risk for all companies, including those in operations and products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements. To the extent that climate-related business risks materialize, particularly if we are unprepared for them, we may incur unexpected costs, and our business may be materially and adversely affected. Additionally, sustainability reporting is becoming more broadly expected by regulators, investors, shareholders, and other third parties. If we do not adapt to or comply with such investor, customer, or other stakeholder expectations, or if we are perceived to have not responded appropriately or quickly enough to growing sustainability related concerns for sustainability issues, regardless of whether there is a regulatory or legal requirement to do so, we may suffer reputational damage or be precluded from doing business with certain customers. Our business, financial condition, and/or the market price of our common stock could be materially and adversely affected. Further, our sustainability and goals may not be favored by certain stakeholders, whose priorities and expectations may not align or may be opposed to one another, which could result in public scrutiny or reputational damage, and could impact the attraction and retention of investors, customers, and employees. --- ## Modified: PERFORMANCE GRAPH **Key changes:** - Reworded sentence: "The performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.The following line graph compares a $100 investment in Company stock on December 31, 2019 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2019." - Reworded sentence: "The following line graph compares a $100 investment in Company stock on December 31, 2019 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2019." - Reworded sentence: "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Item 8." - Reworded sentence: "Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Risk Factors" and "Forward-Looking Statements." ITEM 6." - Reworded sentence: "Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Risk Factors" and "Forward-Looking Statements." consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties." **Prior (2024):** The performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.The following line graph compares a $100 investment in Company stock on December 31, 2018 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2018. The graph portrays total return, 2018-2023, assuming reinvestment of all dividends. the Company specifically incorporates it by reference into such a filing. The following line graph compares a $100 investment in Company stock on December 31, 2018 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2018. The graph portrays total return, 2018-2023, assuming reinvestment of all dividends. 1)The companies included in the peer group are DS Smith PLC, Klabin S.A., Mondi Group, Packaging Corporation of America, Smurfit Kappa Group, Stora Enso Group, and WestRock Company. 2)Returns are calculated in $USD. ITEM 6. RESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, ITEM 6. RESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Financial Statements ITEM 6. RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, and Supplementary Data" of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, 27 27 27 Table of Contents Table of Contents particularly in "Risk Factors" and "Forward-Looking Statements."The following generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussion of historical items in 2021, and year-to-year comparisons between 2022 and 2021, can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 17, 2023, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.EXECUTIVE SUMMARYFull-year 2023 net earnings attributable to shareholders were $288 million ($0.82 per diluted share) compared with $1.5 billion ($4.10 per diluted share) for full-year 2022. During 2023, International Paper executed well, both commercially and operationally, as we navigated an uncertain and challenging demand environment. During much of the year, underlying demand for our products was lower as consumers prioritized spending on services and essential goods. This trend was influenced by the pull forward of goods during the pandemic, as well as by inflationary pressures and rising interest rates that impacted the consumer. Demand for our products was further constrained by inventory destocking as our customers, and the broader supply chain, worked through elevated inventories of their products. The lower demand combined with declining sales prices and continued cost inflation resulted in lower sales and earnings in 2023 as compared to 2022. During 2023, we remained focused on mitigating the impact of these challenges through commercial and cost reduction initiatives. We advanced our strategies to improve profitability across our portfolio by investing in capabilities in our Industrial Packaging business to enhance our value proposition to align with customer needs and optimizing our Global Cellulose Fibers business by reducing our exposure to commodity pulp. We took strategic actions to structurally reduce fixed costs in our mill system in both our Industrial Packaging and Global Cellulose Fibers businesses. We also made significant progress in Building a Better IP, driven by commercial and process improvement initiatives, resulting in benefits exceeding our 2023 target. Regarding capital allocation in 2023, we returned approximately $840 million to shareowners including approximately $640 million of dividends and $200 million of share repurchases. Finally, during 2023, we completed the sale of our ownership stake in Ilim for $508 million. International Paper no longer has investments in Russia following completion of this sale. Comparing 2023 performance to 2022, price and mix was lower in our North American Industrial Packaging business due to prior index movements, lower export prices and higher export mix, as demand improved. Price in our Global Cellulose Fibers business was lower due to prior index movements and an unfavorable mix driven by lower absorbent pulp shipments. Volume in both business segments was impacted by ongoing inventory destocking across the supply chain. While there was demand recovery in the second half of the year in both business segments, volume was lower in our North American Industrial Packaging business as consumers shifted priorities toward non-discretionary goods and services while dealing with inflation. Volume in our Global Cellulose Fibers business was also impacted by lower demand as a result of the slowdown in the global economy. Operations and costs in both the North American Industrial Packaging and Global Cellulose Fibers businesses were higher reflecting the impact of inflation on materials and services along with the impact of higher unabsorbed costs resulting from increased economic downtime in the current year. Planned maintenance outage costs were lower in our North American Industrial Packaging business while higher in our Global Cellulose Fibers business. Input costs were lower in both business segments, primarily driven by lower energy, wood and distribution costs along with lower recovered fiber costs in our North American Industrial Packaging business. Looking ahead to the first quarter 2024, as compared to the fourth quarter 2023, we expect this quarter to be an earnings trough on seasonally lower volumes, higher costs and from the impact of the January winter freeze. We also expect the majority of prior index movements to flow through in the first quarter 2024. Specifically in our Industrial Packaging business, we expect price to be relatively flat as prior price index movements are offset by the commercial benefits from contract restructuring in the box business. Volume is expected to be lower in the first quarter 2024 due to normal seasonal declines in North America, partially offset by two more shipping days. Operations and costs are expected to decrease earnings due to seasonally higher energy consumption and cost inflation on wages and employee benefits. These increases are expected to be partially offset by lower fixed costs resulting from the closure of our Orange, Texas mill. Maintenance outage expense is expected to be higher coming off of a seasonally lower fourth quarter 2023. Input costs are expected to decrease earnings on higher recovered fiber and energy costs. In our Global Cellulose Fibers business, we expect price and mix to modestly improve as a result of our strategy to reduce particularly in "Risk Factors" and "Forward-Looking Statements."The following generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussion of historical items in 2021, and year-to-year comparisons between 2022 and 2021, can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 17, 2023, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.EXECUTIVE SUMMARYFull-year 2023 net earnings attributable to shareholders were $288 million ($0.82 per diluted share) compared with $1.5 billion ($4.10 per diluted share) for full-year 2022. During 2023, International Paper executed well, both commercially and operationally, as we navigated an uncertain and challenging demand environment. During much of the year, underlying demand for our products was lower as consumers prioritized spending on services and essential goods. This trend was influenced by the pull forward of goods during the pandemic, as well as by inflationary pressures and rising interest rates that impacted the consumer. Demand for our products was further constrained by inventory destocking as our customers, and the broader supply chain, worked through elevated inventories of their products. The lower demand combined with declining sales prices and continued cost inflation resulted in lower sales and earnings in 2023 as compared to 2022. During 2023, we remained focused on mitigating the impact of these challenges through commercial and cost reduction initiatives. We advanced our strategies to improve profitability across our portfolio by investing in capabilities in our Industrial Packaging business to enhance our value proposition to align with customer needs and optimizing our Global Cellulose Fibers business by reducing our exposure to commodity pulp. We took strategic actions to structurally reduce fixed costs in our mill system in both our Industrial Packaging and Global Cellulose Fibers businesses. We also made significant progress in Building a Better IP, driven by commercial and process improvement initiatives, resulting in benefits exceeding our 2023 target. Regarding capital allocation in 2023, we returned approximately $840 million to shareowners including approximately $640 million of dividends and $200 million of share repurchases. Finally, during 2023, we completed the sale of our ownership stake in Ilim for $508 million. International Paper no longer has investments in Russia following completion of this sale. particularly in "Risk Factors" and "Forward-Looking Statements." The following generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussion of historical items in 2021, and year-to-year comparisons between 2022 and 2021, can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 17, 2023, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. **Current (2025):** The performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.The following line graph compares a $100 investment in Company stock on December 31, 2019 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2019. The graph portrays total return, 2019-2024, assuming reinvestment of all dividends. the Company specifically incorporates it by reference into such a filing. The following line graph compares a $100 investment in Company stock on December 31, 2019 with a $100 investment in our peer group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, 2019. The graph portrays total return, 2019-2024, assuming reinvestment of all dividends. 1)The companies included in the Peer Group are DS Smith PLC, Klabin S.A., Mondi Group, Packaging Corporation of America, and Stora Enso Group. 2)Returns are calculated in $USD. ITEM 6. RESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Risk Factors" and "Forward-Looking Statements." ITEM 6. RESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to historical ITEM 6. RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Risk Factors" and "Forward-Looking Statements." consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in "Risk Factors" and "Forward-Looking Statements." 34 34 34 Table of Contents Table of Contents The following generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussion of historical items in 2022, and year-to-year comparisons between 2023 and 2022, can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 16, 2024, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.EXECUTIVE SUMMARYFull-year 2024 net earnings attributable to shareholders were $557 million ($1.57 per diluted share) compared with $288 million ($0.82 per diluted share) for full-year 2023. In 2024, we initiated our strategy to deliver profitable growth as the low-cost, most reliable and innovative sustainable packaging solutions provider for our customers. Through a disciplined 80/20 approach, we restructured our corporate organization, added resources to the business, reduced structural costs through footprint actions and successfully piloted regional box plant optimization. Our earnings stabilized in the fourth quarter 2024 and we intend to accelerate earnings improvement in 2025. Our Go-to-Market value over volume reset was largely complete in 2024 and we expect the final unfavorable impacts to volume to be behind us later in 2025. There was a significant focus throughout 2024 on cost reduction. This included a zero-up approach to the corporate organization, including shifting resources to the business and reducing corporate staffing to the level required as a public company. We expect this to reduce costs by approximately $120 million on a run rate basis. Additionally, we made the challenging decision to close five box plants and our Global Cellulose Fibers Georgetown, South Carolina mill. These actions are expected to remove roughly another $110 million of annual cost on a run rate basis. Mill reliability was an issue in 2024 resulting in elevated costs throughout the year. This presents a significant cost reduction opportunity and we will continue to improve the reliability at our mills and optimize our mill and box system so that we are able to reduce structural costs. Finally, we completed the acquisition of DS Smith on January 31, 2025, creating a global leader in sustainable packaging solutions, focused on the attractive and growing North American and EMEA regions. Comparing 2024 financial performance to 2023, sales in our North American Industrial Packaging business were relatively flat versus the prior year. This was due in part to higher price and mix driven by favorable prior index movements and the execution of our go-to-market strategy. The improved price and mix was offset by lower volumes as we worked through customer contract restructuring. This decline was in line with our expectations. Sales in our Global Cellulose Fibers business were lower compared to prior year. This was due to lower price and mix driven by prior index movements. Volume was relatively flat versus 2023. Cost of products sold in our North American Industrial Packaging business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses. This was partially offset by higher costs associated with mill reliability issues along with increased input costs on higher recovered fiber costs. Cost of products sold in our Global Cellulose Fibers business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses and lower input costs. Cost of products sold includes higher costs associated with mill reliability issues. Selling and administrative expenses were higher in our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by higher employee incentive compensation expense. Distribution expenses were lower in both our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by lower freight expense on reduced sales. Looking ahead to the first quarter 2025 in our North American Industrial Packaging business, as compared to the fourth quarter 2024 and without consideration of the DS Smith acquisition, we expect slightly lower price and mix based on lower export pricing observed to date along with an unfavorable seasonal mix impact. Volume is expected to be slightly higher in the first quarter 2025 due to two more shipping days partially offset by the near-term impact of our go-to-market strategy. Operations and costs are expected to increase earnings driven by the benefits of our box plant optimization as well as the non-repeat of the higher incentive compensation costs and other unfavorable items from the fourth quarter 2024. Maintenance outage expense is expected to be marginally lower relative to the fourth quarter 2024. Input costs are expected to be relatively flat as higher energy costs will be offset by lower recovered fiber costs. Finally, in February we announced our plan to close the containerboard mill in Campti, Louisiana with operations expected to cease by March 31, 2025. We estimate that the closure will result in aggregate pre-tax charges of approximately $357 million, including pre-tax noncash asset write-offs of approximately $311 million (of which $276 million is accelerated depreciation), and pre-tax cash severance and other shutdown charges of approximately $46 million. In our Global Cellulose Fibers business, we expect price and mix to be lower due to unfavorable prior index movements. We expect volume to be relatively flat. Operations and costs are expected to increase earnings due to The following generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussion of historical items in 2022, and year-to-year comparisons between 2023 and 2022, can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 16, 2024, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.EXECUTIVE SUMMARYFull-year 2024 net earnings attributable to shareholders were $557 million ($1.57 per diluted share) compared with $288 million ($0.82 per diluted share) for full-year 2023. In 2024, we initiated our strategy to deliver profitable growth as the low-cost, most reliable and innovative sustainable packaging solutions provider for our customers. Through a disciplined 80/20 approach, we restructured our corporate organization, added resources to the business, reduced structural costs through footprint actions and successfully piloted regional box plant optimization. Our earnings stabilized in the fourth quarter 2024 and we intend to accelerate earnings improvement in 2025. Our Go-to-Market value over volume reset was largely complete in 2024 and we expect the final unfavorable impacts to volume to be behind us later in 2025. There was a significant focus throughout 2024 on cost reduction. This included a zero-up approach to the corporate organization, including shifting resources to the business and reducing corporate staffing to the level required as a public company. We expect this to reduce costs by approximately $120 million on a run rate basis. Additionally, we made the challenging decision to close five box plants and our Global Cellulose Fibers Georgetown, South Carolina mill. These actions are expected to remove roughly another $110 million of annual cost on a run rate basis. Mill reliability was an issue in 2024 resulting in elevated costs throughout the year. This presents a significant cost reduction opportunity and we will continue to improve the reliability at our mills and optimize our mill and box system so that we are able to reduce structural costs. Finally, we completed the acquisition of DS Smith on January 31, 2025, creating a global leader in sustainable packaging solutions, focused on the attractive and growing North American and EMEA regions. Comparing 2024 financial performance to 2023, sales in our North American Industrial Packaging business were relatively flat versus the prior year. This was due in part to higher price and mix driven by favorable prior index movements and the execution of our go-to-market strategy. The improved price and mix was offset by lower volumes as we worked through The following generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussion of historical items in 2022, and year-to-year comparisons between 2023 and 2022, can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 16, 2024, under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations. --- ## Modified: Role of the Board of Directors and its Committees **Key changes:** - Reworded sentence: "For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee at least annually regarding cybersecurity risks, as well as plans and strategies to mitigate those risks." - Added sentence: "Role of ManagementAt a management level, our cybersecurity risk management program is led by our CISO." - Added sentence: "Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011." - Added sentence: "He was appointed as the Company's first CISO in 2019." - Added sentence: "Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars." **Prior (2024):** International Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats. The Company's Board of Directors has primary oversight of our enterprise risk management program, which includes cybersecurity risk. Moreover, the Board of Directors is supported in its oversight by the Audit and Finance Committee and PPE Committee, which share oversight responsibilities related to the Company's information security programs. The Audit and Finance Committee reviews management's cybersecurity and information security risk management programs and controls, including processes for management's identification and reporting of material cybersecurity incidents. The PPE Committee reviews technology issues pertinent to the Company including those associated with information and operational technology, cybersecurity and data security and assesses related Company strategies. Our Board of Directors, Audit and Finance Committee and PPE Committee each receives periodic updates on cybersecurity issues from management (including our Chief Information Security Officer ("CISO")). For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee regarding cybersecurity risks, as well as plans and strategies to mitigate those risks, at least annually. Furthermore, our ERM Council annually reports its activities either directly to the Board of Directors or through the Audit and Finance Committee. **Current (2025):** International Paper has an integrated board and executive-level governance structure that oversees risks from cybersecurity threats. The Company's Board of Directors has primary oversight of our enterprise risk management program, which includes cybersecurity risk. Moreover, the Board of Directors is supported in its oversight by the Audit and Finance Committee and PPE Committee, which share oversight responsibilities related to the Company's information security programs. The Audit and Finance Committee reviews management's cybersecurity and information security risk management programs and controls, including processes for management's identification and reporting of material cybersecurity incidents. The PPE Committee reviews technology issues pertinent to the Company including those associated with information and operational technology, cybersecurity and data security and assesses related Company strategies. Our Board of Directors, Audit and Finance Committee and PPE Committee each receives periodic updates on cybersecurity issues from management (including our Chief Information Security Officer ("CISO")). For example, the CISO provides reports to the Audit and Finance Committee and PPE Committee at least annually regarding cybersecurity risks, as well as plans and strategies to mitigate those risks. Furthermore, our ERM Council annually reports its activities either directly to the Board of Directors or through the Audit and Finance Committee. Role of ManagementAt a management level, our cybersecurity risk management program is led by our CISO. Our current CISO has been with the Company for over 30 years, worked in Information Technology for over 25 years, and has led the Company's security efforts since 2011. He was appointed as the Company's first CISO in 2019. Our CISO stays current on cybersecurity issues and trends through continuing education activities such as participation at conferences and in webinars. Our CISO reports to our Chief Financial Officer. Additionally, our CISO and members of the cybersecurity team hold a number of industry recognized certifications, such as Certified Information Systems Security Professional, Certified Information Security Manager, and Certified Ethical Hacker, among others.The Company has also adopted a cyber-incident response plan which provides for controls and procedures in connection with cybersecurity events, including escalation procedures summarized below. The cyber-incident response plan is designed to address non-operational and operational cybersecurity events. Evaluation and response to cybersecurity events is led by our Cybersecurity Incident Response Team ("CIRT"), under the direction of our CISO. The CIRT is comprised of subject matter experts representing information security, information technology, operational technology and legal. The CIRT performs an impact assessment with respect to cybersecurity incidents, gathers facts and provides a chronology of events in connection therewith, and leads remediation and recovery activities. Our General Counsel, Senior Vice President, Chief People and Strategy Officer, Chief Ethics and Compliance Officer (or their respective designees), and CISO review and assess significant non-operational data breaches. Cybersecurity events that meet specified criteria for operational impact are escalated for further review to our Business Continuity Incident Command Team ("Incident Command Team"). The Incident Command Team performs an initial assessment that includes evaluation of the cybersecurity event's severity, response required, and estimated business cost, and leads the execution of business continuity plans to maintain Company operations. Cybersecurity events meeting certain criteria are escalated to our Disclosure Committee, General Counsel and Chief Financial Officer for further review, and, if appropriate, may be further elevated for the review of the Board of Directors. The Disclosure Committee, General Counsel and Chief Financial Officer assess and determine materiality using the facts gathered and chronology of events provided by the Incident Command Team. --- ## Modified: Net earnings (loss) and earnings (loss) from continuing operations **Key changes:** - Reworded sentence: "Full year 2024 net earnings totaled $557 million ($1.57 per diluted share), compared with net earnings of $288 million ($0.82 per diluted share) in 2023." - Reworded sentence: "This transaction is discussed further in Note 10 - Equity Method Investments on page 75 of Item 8." - Reworded sentence: "Discontinued operations also includes after-tax losses of $126 million in 2023 for impairment and transaction costs related to our former equity method investment in the Ilim joint venture." - Reworded sentence: "Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax See Business Segment Results on pages 42 through 44 of Item 7." - Reworded sentence: "This transaction is discussed further in Note 10 - Equity Method Investments on page 75 of Item 8." **Prior (2024):** Business Segment Operating Profits (Losses) are used by International Paper's management to measure the earnings performance of its businesses. Management uses this measure to focus on ongoing operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. International Paper believes that using this information, along with net earnings, provides a more complete analysis of the results of operations by year. Business Segment Operating Profits (Losses) are defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of less than wholly owned subsidiaries, and excluding interest expense, net, corporate expenses, net, corporate net special items, business net special items and non-operating pension expense. Business Segment Operating Profits (Losses) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". International Paper operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment in Ilim is no longer a separate reportable industry segment. For additional information, see discussion in Note 11 - Equity method Investments on pages 69 and 70 of Item 8. Financial Statements and Supplementary Data. The following table presents a comparison of Net earnings (loss) from continuing operations attributable to International Paper Company to its total Business Segment Operating Profit (Loss): In millions20232022Net Earnings (Loss) from Continuing Operations Attributable to International Paper Company$302 $1,741 Add back (deduct)Income tax provision (benefit)59 (236)Equity (earnings) loss, net of taxes21 6 Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings382 1,511 Interest expense, net231 325 Adjustment for less than wholly owned subsidiaries(2)(5)Corporate expenses, net27 34 Corporate net special items28 99 Business net special items529 76 Non-operating pension expense (income)54 (192)$1,249 $1,848 Business Segment Operating Profit (Loss):Industrial Packaging$1,266 $1,742 Global Cellulose Fibers(17)106 Total Business Segment Operating Profit (Loss)$1,249 $1,848 Business Segment Operating Profit (Loss) in 2023 was $599 million lower than in 2022 as the benefits from lower input costs ($982 million) and lower maintenance outage costs ($8 million) were more than offset by lower average sales price realizations and an unfavorable mix ($435 million), lower sales volumes ($228 million) and higher operating costs ($926 million). The following table presents a comparison of Net earnings (loss) from continuing operations attributable to International Paper Company to its total Business Segment Operating Profit (Loss): In millions20232022Net Earnings (Loss) from Continuing Operations Attributable to International Paper Company$302 $1,741 Add back (deduct)Income tax provision (benefit)59 (236)Equity (earnings) loss, net of taxes21 6 Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings382 1,511 Interest expense, net231 325 Adjustment for less than wholly owned subsidiaries(2)(5)Corporate expenses, net27 34 Corporate net special items28 99 Business net special items529 76 Non-operating pension expense (income)54 (192)$1,249 $1,848 Business Segment Operating Profit (Loss):Industrial Packaging$1,266 $1,742 Global Cellulose Fibers(17)106 Total Business Segment Operating Profit (Loss)$1,249 $1,848 Business Segment Operating Profit (Loss) in 2023 was $599 million lower than in 2022 as the benefits from lower input costs ($982 million) and lower maintenance outage costs ($8 million) were more than offset by lower average sales price realizations and an unfavorable mix ($435 million), lower sales volumes ($228 million) and higher operating costs ($926 million). 31 31 31 Table of Contents Table of Contents The principal changes in operating profit by business segment were as follows: •Industrial Packaging's operating profit of $1.3 billion was $476 million lower than in 2022 as the benefits of lower input costs and maintenance outage costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes and higher operating costs. •Global Cellulose Fibers' operating profit (loss) of $(17) million was $123 million lower than in 2022 as the benefits of lower input costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes, higher operating costs and maintenance outage costs.LIQUIDITY AND CAPITAL RESOURCESIncluding discontinued operations, International Paper generated $1.8 billion of cash flow from operations for the year ended December 31, 2023, compared with $2.2 billion in 2022. Capital spending for 2023 totaled $1.1 billion, or 80% of depreciation and amortization expense. Our liquidity position remains strong, supported by approximately $1.9 billion of credit facilities. RESULTS OF OPERATIONSWhile the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, Europe, Latin America, North Africa and the Middle East.Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates.Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization. In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, The principal changes in operating profit by business segment were as follows: •Industrial Packaging's operating profit of $1.3 billion was $476 million lower than in 2022 as the benefits of lower input costs and maintenance outage costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes and higher operating costs. •Global Cellulose Fibers' operating profit (loss) of $(17) million was $123 million lower than in 2022 as the benefits of lower input costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes, higher operating costs and maintenance outage costs.LIQUIDITY AND CAPITAL RESOURCESIncluding discontinued operations, International Paper generated $1.8 billion of cash flow from operations for the year ended December 31, 2023, compared with $2.2 billion in 2022. Capital spending for 2023 totaled $1.1 billion, or 80% of depreciation and amortization expense. Our liquidity position remains strong, The principal changes in operating profit by business segment were as follows: •Industrial Packaging's operating profit of $1.3 billion was $476 million lower than in 2022 as the benefits of lower input costs and maintenance outage costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes and higher operating costs. •Global Cellulose Fibers' operating profit (loss) of $(17) million was $123 million lower than in 2022 as the benefits of lower input costs were more than offset by lower average sales price and an unfavorable mix, lower sales volumes, higher operating costs and maintenance outage costs. **Current (2025):** Full year 2024 net earnings totaled $557 million ($1.57 per diluted share), compared with net earnings of $288 million ($0.82 per diluted share) in 2023. Amounts in 2023 include the results of discontinued operations. Earnings from continuing operations after taxes in 2024 and 2023 were as follows: In millions20242023Earnings from continuing operations$557 (a)$302 (b) (a)Includes $125 million of net special items income and $32 million of non-operating pension income. (b)Includes $95 million of net special items charges and $41 million of non-operating pension expense. Compared with 2023, the benefits from higher sales prices net of an unfavorable mix ($163 million), lower maintenance outage costs ($52 million), lower accelerated depreciation expense ($147 million), lower net interest expense ($12 million) and lower tax expense ($41 million) were partially offset by lower sales volumes ($92 million), higher operating costs ($293 million), higher input costs ($54 million) and higher corporate and other costs ($12 million). In addition, 2024 results included lower equity earnings, net of taxes. 40 40 40 Table of Contents Table of Contents See Business Segment Results on pages 42 through 44 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact of these factors by segment.DISCONTINUED OPERATIONSOn September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable industry segment. This transaction is discussed further in Note 10 - Equity Method Investments on page 75 of Item 8. Financial Statements and Supplementary Data for further discussion. Discontinued operations include the equity earnings of the prior Ilim joint venture. Discontinued operations also includes after-tax losses of $126 million in 2023 for impairment and transaction costs related to our former equity method investment in the Ilim joint venture. INCOME TAXESThe following is a reconciliation of the net income tax provision (benefit) to the operational income tax provision and the reported effective income tax rate to the operational effective income tax rate:In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 %A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%. This includes a tax benefit of $416 million related to internal legal entity restructuring. Excluding this item, a $72 million net tax benefit for other special items and a $10 million tax expense related to non-operating pension expense, the operational tax provision (non-GAAP) for 2024 was $63 million, or 13% of pre-tax earnings before equity earnings.A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax See Business Segment Results on pages 42 through 44 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact of these factors by segment.DISCONTINUED OPERATIONSOn September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable industry segment. This transaction is discussed further in Note 10 - Equity Method Investments on page 75 of Item 8. Financial Statements and Supplementary Data for further discussion. Discontinued operations include the equity earnings of the prior Ilim joint venture. Discontinued operations also includes after-tax losses of $126 million in 2023 for impairment and transaction costs related to our former equity method investment in the Ilim joint venture. INCOME TAXESThe following is a reconciliation of the net income tax provision (benefit) to the operational income tax provision and the reported effective income tax rate to the operational effective income tax rate: See Business Segment Results on pages 42 through 44 of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact of these factors by segment. --- ## Modified: We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology used to manage operations and other business processes. **Key changes:** - Reworded sentence: "Our business operations rely on securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting." - Reworded sentence: "Further, following completion of our business combination with DS Smith, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in providing complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public." - Reworded sentence: "Further, following completion of our business combination with DS Smith, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in providing complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public." - Reworded sentence: "Further, following completion of our business combination with DS Smith, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in providing complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public." - Removed sentence: "Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, GHGs, and the availability of energy and water resources." **Prior (2024):** MATERIAL DISRUPTIONS AT ONE OF OUR MANUFACTURING FACILITIES COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS. We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at our corporate headquarters or one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial condition. Any of our manufacturing facilities, or any of our machines within an otherwise 16 16 16 Table of Contents Table of Contents operational facility, could cease operations unexpectedly due to a number of events, including:•adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme temperatures, or other catastrophes (including adverse weather conditions that may be intensified by climate change);•the effect of a drought or reduced rainfall on its water supply;•disruption in the supply of raw materials or other manufacturing inputs;•terrorism or threats of terrorism;•information system disruptions or failures due to any number of causes, including cyber-attacks;•domestic and international laws and regulations applicable to us and our business partners, including joint venture partners, around the world;•unscheduled maintenance outages;•prolonged power failures;•an equipment failure;•a chemical spill or release;•explosion of a boiler or other equipment;•damage or disruptions caused by third parties operating on or adjacent to one of our manufacturing facilities;•disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;•a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or any impacts related to government regulation as a result thereof;•failure of our third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms;•labor difficulties; and•other operational problems.Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned expenditures. If one of our machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our business and financial results.WE MAY NOT ACHIEVE THE EXPECTED BENEFITS FROM STRATEGIC ACQUISITIONS, JOINT VENTURES, DIVESTITURES, SPIN-OFFS, CAPITAL INVESTMENTS, CAPITAL PROJECTS AND OTHER CORPORATE TRANSACTIONS THAT WE HAVE PURSUED OR MAY PURSUE. Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects, and other corporate transactions that we may pursue and to realize the benefits we expect from such transactions. Our expenditures for capital projects could be higher than we anticipate, we may experience unanticipated disruptions or delays in completing the projects and we may not achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions in our business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. We are subject to the risk that we may not achieve the expected benefits from such transactions. This failure could require us to record an impairment charge for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits we expect from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets than we do. Corporate transactions of this nature that we may pursue involve a number of special risks, including with respect to our inability to realize our business goals with such transactions as noted above, the focus of our management's attention on these transactions and the assimilation of acquired businesses into our operations, the demands on our financial, operational and information technology systems resulting from acquired businesses, and the possibility that we may become responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions. operational facility, could cease operations unexpectedly due to a number of events, including:•adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme temperatures, or other catastrophes (including adverse weather conditions that may be intensified by climate change);•the effect of a drought or reduced rainfall on its water supply;•disruption in the supply of raw materials or other manufacturing inputs;•terrorism or threats of terrorism;•information system disruptions or failures due to any number of causes, including cyber-attacks;•domestic and international laws and regulations applicable to us and our business partners, including joint venture partners, around the world;•unscheduled maintenance outages;•prolonged power failures;•an equipment failure;•a chemical spill or release;•explosion of a boiler or other equipment;•damage or disruptions caused by third parties operating on or adjacent to one of our manufacturing facilities;•disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;•a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or any impacts related to government regulation as a result thereof;•failure of our third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms;•labor difficulties; and•other operational problems. operational facility, could cease operations unexpectedly due to a number of events, including: •adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme temperatures, or other catastrophes (including adverse weather conditions that may be intensified by climate change); •the effect of a drought or reduced rainfall on its water supply; •disruption in the supply of raw materials or other manufacturing inputs; •terrorism or threats of terrorism; •information system disruptions or failures due to any number of causes, including cyber-attacks; •domestic and international laws and regulations applicable to us and our business partners, including joint venture partners, around the world; •unscheduled maintenance outages; •prolonged power failures; •an equipment failure; •a chemical spill or release; •explosion of a boiler or other equipment; •damage or disruptions caused by third parties operating on or adjacent to one of our manufacturing facilities; •disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels; •a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or any impacts related to government regulation as a result thereof; •failure of our third-party service providers and business partners to satisfactorily fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms; •labor difficulties; and •other operational problems. Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned expenditures. If one of our machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our business and financial results.WE MAY NOT ACHIEVE THE EXPECTED BENEFITS FROM STRATEGIC ACQUISITIONS, JOINT VENTURES, DIVESTITURES, SPIN-OFFS, CAPITAL INVESTMENTS, CAPITAL PROJECTS AND OTHER CORPORATE TRANSACTIONS THAT WE HAVE PURSUED OR MAY PURSUE. Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects, and other corporate transactions that we may pursue and to realize the benefits we expect from such transactions. Our expenditures for capital projects could be higher than we anticipate, we may experience unanticipated disruptions or delays in completing the projects and we may not achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions in our business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. We are subject to the risk that we may not achieve the expected benefits from such transactions. This failure could require us to record an impairment charge for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits we expect from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets than we do. Corporate transactions of this nature that we may pursue involve a number of special risks, including with respect to our inability to realize our business goals with such transactions as noted above, the focus of our management's attention on these transactions and the assimilation of acquired businesses into our operations, the demands on our financial, operational and information technology systems resulting from acquired businesses, and the possibility that we may become responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions. Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned expenditures. If one of our machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our business and financial results. WE MAY NOT ACHIEVE THE EXPECTED BENEFITS FROM STRATEGIC ACQUISITIONS, JOINT VENTURES, DIVESTITURES, SPIN-OFFS, CAPITAL INVESTMENTS, CAPITAL PROJECTS AND OTHER CORPORATE TRANSACTIONS THAT WE HAVE PURSUED OR MAY PURSUE. Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, capital investments, capital projects, and other corporate transactions that we may pursue and to realize the benefits we expect from such transactions. Our expenditures for capital projects could be higher than we anticipate, we may experience unanticipated disruptions or delays in completing the projects and we may not achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic conditions in our business, unavailability of capital equipment or related materials, delays in obtaining permits or other requisite approvals or changes in laws and regulations. We are subject to the risk that we may not achieve the expected benefits from such transactions. This failure could require us to record an impairment charge for goodwill or other intangible assets, which could lead to decreased assets and reduced net earnings. Among the benefits we expect from potential as well as completed acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such businesses and assets than we do. Corporate transactions of this nature that we may pursue involve a number of special risks, including with respect to our inability to realize our business goals with such transactions as noted above, the focus of our management's attention on these transactions and the assimilation of acquired businesses into our operations, the demands on our financial, operational and information technology systems resulting from acquired businesses, and the possibility that we may become responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions. 17 17 17 Table of Contents Table of Contents Any of these circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. WE COULD BE EXPOSED TO LIABILITY FOR BRAZILIAN TAXES UNDER OUR AGREEMENTS WITH SYLVAMO CORPORATION. In connection with the spin-off of Sylvamo Corporation ("Sylvamo"), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, we could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. The assessments for the tax years 2007-2015 total approximately $119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties, and fees. The interest, penalties, and fees currently total approximately $274 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of the interest, penalties, and fees. Accordingly, the assessments currently total approximately $393 million (adjusted for variation in currency exchange rates). See Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data for further information.WE OPERATE IN A CHALLENGING MARKET FOR TALENT AND MAY FAIL TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, INCLUDING KEY MANAGEMENT PERSONNEL. Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs, particularly at our converting facilities. Although our focused efforts to attract and retain employees, including by offering higher levels of compensation in certain instances, resulted in a decreased attrition rate in 2023 compared to the prior two years' historically high attrition rates, recruiting and retaining talent (particularly those early in their careers) continues to be a challenge. In addition, we rely on key executive and management personnel to manage our business efficiently and effectively. The loss of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our business.Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for us to replace retiring or departing employees. If we fail to attract and retain qualified personnel, or if we continue to experience excessive turnover, we may continue to experience higher labor costs and labor shortages, and our business may be adversely impacted. In addition, a significant number of our employees are represented by unions. We may not be able to successfully negotiate new union contracts once our current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate such contracts on favorable terms. Negotiations between the company and USW regarding the mill master collective bargaining agreement (which expired August 2023) and related mill joint pension council master agreement (which expired September 2023) resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between the Company and USW regarding the converting master collective bargaining agreement (which expires April 2024) and related converting joint pension council master (which expires September 2024) are scheduled to begin on February 19, 2024. USW represents approximately 10,600 employees in our converting facilities. We have also experienced work stoppages in the past and may experience them in the future. Moreover, labor organizations may attempt to organize groups of additional employees from time to time, recent and potential changes in labor laws could make it easier for them to do so. If we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages or if unions are able to organize additional groups of our employees, our operating costs increase and our operational flexibility could be reduced.WE ARE SUBJECT TO CYBERSECURITY AND INFORMATION TECHNOLOGY RISKS RELATED TO BREACHES OF SECURITY PERTAINING TO SENSITIVE COMPANY, CUSTOMER, EMPLOYEE AND VENDOR INFORMATION AS WELL AS BREACHES IN THE TECHNOLOGY USED TO MANAGE OPERATIONS AND OTHER BUSINESS PROCESSES. Our business operations rely upon securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. We have invested in information technology security initiatives and risk management, as well as Any of these circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. WE COULD BE EXPOSED TO LIABILITY FOR BRAZILIAN TAXES UNDER OUR AGREEMENTS WITH SYLVAMO CORPORATION. In connection with the spin-off of Sylvamo Corporation ("Sylvamo"), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, we could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. The assessments for the tax years 2007-2015 total approximately $119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties, and fees. The interest, penalties, and fees currently total approximately $274 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of the interest, penalties, and fees. Accordingly, the assessments currently total approximately $393 million (adjusted for variation in currency exchange rates). See Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data for further information.WE OPERATE IN A CHALLENGING MARKET FOR TALENT AND MAY FAIL TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, INCLUDING KEY MANAGEMENT PERSONNEL. Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs, particularly at our converting facilities. Although our focused efforts to attract and retain employees, including by offering higher levels of compensation in certain instances, resulted in a decreased attrition rate in 2023 compared to the prior two years' historically high attrition rates, recruiting and retaining talent (particularly those early in their careers) continues to be a challenge. In addition, we rely on key executive and management personnel to manage our business efficiently and effectively. The Any of these circumstances could adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock. WE COULD BE EXPOSED TO LIABILITY FOR BRAZILIAN TAXES UNDER OUR AGREEMENTS WITH SYLVAMO CORPORATION. In connection with the spin-off of Sylvamo Corporation ("Sylvamo"), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement. Under the tax matters agreement, we could have significant payment obligations in connection with certain Brazilian tax matters. Under this agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and 100% of any liability resulting from the Brazilian tax matters over $300 million. The assessments for the tax years 2007-2015 total approximately $119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties, and fees. The interest, penalties, and fees currently total approximately $274 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of the interest, penalties, and fees. Accordingly, the assessments currently total approximately $393 million (adjusted for variation in currency exchange rates). See Note 14 Commitments and Contingent Liabilities on pages 74 through 78 of Item 8. Financial Statements and Supplementary Data for further information. WE OPERATE IN A CHALLENGING MARKET FOR TALENT AND MAY FAIL TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, INCLUDING KEY MANAGEMENT PERSONNEL. Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers. The market for both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized technical and trade experience. This, along with the current competitive labor market and ongoing inflationary conditions, has led to higher labor costs, particularly at our converting facilities. Although our focused efforts to attract and retain employees, including by offering higher levels of compensation in certain instances, resulted in a decreased attrition rate in 2023 compared to the prior two years' historically high attrition rates, recruiting and retaining talent (particularly those early in their careers) continues to be a challenge. In addition, we rely on key executive and management personnel to manage our business efficiently and effectively. The loss of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our business.Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for us to replace retiring or departing employees. If we fail to attract and retain qualified personnel, or if we continue to experience excessive turnover, we may continue to experience higher labor costs and labor shortages, and our business may be adversely impacted. In addition, a significant number of our employees are represented by unions. We may not be able to successfully negotiate new union contracts once our current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate such contracts on favorable terms. Negotiations between the company and USW regarding the mill master collective bargaining agreement (which expired August 2023) and related mill joint pension council master agreement (which expired September 2023) resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between the Company and USW regarding the converting master collective bargaining agreement (which expires April 2024) and related converting joint pension council master (which expires September 2024) are scheduled to begin on February 19, 2024. USW represents approximately 10,600 employees in our converting facilities. We have also experienced work stoppages in the past and may experience them in the future. Moreover, labor organizations may attempt to organize groups of additional employees from time to time, recent and potential changes in labor laws could make it easier for them to do so. If we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages or if unions are able to organize additional groups of our employees, our operating costs increase and our operational flexibility could be reduced.WE ARE SUBJECT TO CYBERSECURITY AND INFORMATION TECHNOLOGY RISKS RELATED TO BREACHES OF SECURITY PERTAINING TO SENSITIVE COMPANY, CUSTOMER, EMPLOYEE AND VENDOR INFORMATION AS WELL AS BREACHES IN THE TECHNOLOGY USED TO MANAGE OPERATIONS AND OTHER BUSINESS PROCESSES. Our business operations rely upon securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. We have invested in information technology security initiatives and risk management, as well as loss of key executive and management employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our business. Moreover, changing demographics and labor work force trends, including remote work and changing work-life balance expectations, may make it difficult for us to replace retiring or departing employees. If we fail to attract and retain qualified personnel, or if we continue to experience excessive turnover, we may continue to experience higher labor costs and labor shortages, and our business may be adversely impacted. In addition, a significant number of our employees are represented by unions. We may not be able to successfully negotiate new union contracts once our current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate such contracts on favorable terms. Negotiations between the company and USW regarding the mill master collective bargaining agreement (which expired August 2023) and related mill joint pension council master agreement (which expired September 2023) resulted in new agreements which will expire August 2027 and September 2027, respectively. Negotiations between the Company and USW regarding the converting master collective bargaining agreement (which expires April 2024) and related converting joint pension council master (which expires September 2024) are scheduled to begin on February 19, 2024. USW represents approximately 10,600 employees in our converting facilities. We have also experienced work stoppages in the past and may experience them in the future. Moreover, labor organizations may attempt to organize groups of additional employees from time to time, recent and potential changes in labor laws could make it easier for them to do so. If we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages or if unions are able to organize additional groups of our employees, our operating costs increase and our operational flexibility could be reduced. WE ARE SUBJECT TO CYBERSECURITY AND INFORMATION TECHNOLOGY RISKS RELATED TO BREACHES OF SECURITY PERTAINING TO SENSITIVE COMPANY, CUSTOMER, EMPLOYEE AND VENDOR INFORMATION AS WELL AS BREACHES IN THE TECHNOLOGY USED TO MANAGE OPERATIONS AND OTHER BUSINESS PROCESSES. Our business operations rely upon securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. We have invested in information technology security initiatives and risk management, as well as 18 18 18 Table of Contents Table of Contents incident response, business continuity and disaster recovery plans but we cannot eliminate all systematic or external risk. The development and maintenance of these measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the regulatory environment surrounding information security data privacy and data protection is becoming increasingly restrictive and is evolving frequently.The current cyber threat environment presents increased risk for all companies, including those in our industry. Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt our operations. In this regard, we have experienced cyber threats and incidents, although none have materially affected us, including our results of operations or financial condition. Given the current cyber threat environment, we expect the volume and intensity of cybersecurity attacks and attempted intrusions to increase in the future. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, our information technology systems, and those of our third-party providers or joint venture partners, could be compromised or disrupted due to employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist ("hacktivist") organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by making cyberattacks more difficult to detect, contain, and mitigate. Furthermore, the significant increase in remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, the cybersecurity-related threats that we face may remain undetected for an extended period of time. In the event that our information systems are disrupted or compromised, or the information systems of any businesses with which we interact, are disrupted or compromised, in a manner which impacts us or our information systems, as a result of any cybersecurity attack, data or security breach, or other security incident, any such developments could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer confidence, and have a material adverse effect on our business or financial results. Any such incident or breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by our customers to conduct business with us, the acquisition, use or disclosure of data or inability to access data, the release of confidential Information about our operations, and subject us to litigation and government enforcement actions. Further, in such event, access to applications required to plan our operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require us to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our information systems, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner. Additionally, while we have insurance coverage designed to address certain aspects of cyber risks in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents.WE MAY BE UNABLE TO REALIZE THE EXPECTED BENEFITS AND COSTS SAVINGS ASSOCIATED WITH RESTRUCTURING INITIATIVES, INCLUDING OUR STRATEGIC ACTIONS ANNOUNCED IN OCTOBER 2023. We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in restructuring activities in the future. In particular, as previously disclosed in October 2023, the Company committed to certain strategic actions impacting its Containerboard and Global Cellulose Fibers businesses as further described below. Consistent incident response, business continuity and disaster recovery plans but we cannot eliminate all systematic or external risk. The development and maintenance of these measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the regulatory environment surrounding information security data privacy and data protection is becoming increasingly restrictive and is evolving frequently.The current cyber threat environment presents increased risk for all companies, including those in our industry. Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt our operations. In this regard, we have experienced cyber threats and incidents, although none have materially affected us, including our results of operations or financial condition. Given the current cyber threat environment, we expect the volume and intensity of cybersecurity attacks and attempted intrusions to increase in the future. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, our information technology systems, and those of our third-party providers or joint venture partners, could be compromised or disrupted due to employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist ("hacktivist") organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by making cyberattacks more difficult to detect, contain, and mitigate. Furthermore, the significant increase in remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, the cybersecurity-related threats that we face may remain undetected for an extended period of time. In the event that our information systems are disrupted or compromised, or the information systems of any businesses with which we interact, are disrupted or compromised, in a manner which impacts us or our information systems, as a result of any cybersecurity incident response, business continuity and disaster recovery plans but we cannot eliminate all systematic or external risk. The development and maintenance of these measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the regulatory environment surrounding information security data privacy and data protection is becoming increasingly restrictive and is evolving frequently. The current cyber threat environment presents increased risk for all companies, including those in our industry. Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt our operations. In this regard, we have experienced cyber threats and incidents, although none have materially affected us, including our results of operations or financial condition. Given the current cyber threat environment, we expect the volume and intensity of cybersecurity attacks and attempted intrusions to increase in the future. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, our information technology systems, and those of our third-party providers or joint venture partners, could be compromised or disrupted due to employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist ("hacktivist") organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks by making cyberattacks more difficult to detect, contain, and mitigate. Furthermore, the significant increase in remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, the cybersecurity-related threats that we face may remain undetected for an extended period of time. In the event that our information systems are disrupted or compromised, or the information systems of any businesses with which we interact, are disrupted or compromised, in a manner which impacts us or our information systems, as a result of any cybersecurity attack, data or security breach, or other security incident, any such developments could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer confidence, and have a material adverse effect on our business or financial results. Any such incident or breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by our customers to conduct business with us, the acquisition, use or disclosure of data or inability to access data, the release of confidential Information about our operations, and subject us to litigation and government enforcement actions. Further, in such event, access to applications required to plan our operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require us to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our information systems, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner. Additionally, while we have insurance coverage designed to address certain aspects of cyber risks in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents.WE MAY BE UNABLE TO REALIZE THE EXPECTED BENEFITS AND COSTS SAVINGS ASSOCIATED WITH RESTRUCTURING INITIATIVES, INCLUDING OUR STRATEGIC ACTIONS ANNOUNCED IN OCTOBER 2023. We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in restructuring activities in the future. In particular, as previously disclosed in October 2023, the Company committed to certain strategic actions impacting its Containerboard and Global Cellulose Fibers businesses as further described below. Consistent attack, data or security breach, or other security incident, any such developments could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer confidence, and have a material adverse effect on our business or financial results. Any such incident or breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by our customers to conduct business with us, the acquisition, use or disclosure of data or inability to access data, the release of confidential Information about our operations, and subject us to litigation and government enforcement actions. Further, in such event, access to applications required to plan our operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require us to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our information systems, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner. Additionally, while we have insurance coverage designed to address certain aspects of cyber risks in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents. WE MAY BE UNABLE TO REALIZE THE EXPECTED BENEFITS AND COSTS SAVINGS ASSOCIATED WITH RESTRUCTURING INITIATIVES, INCLUDING OUR STRATEGIC ACTIONS ANNOUNCED IN OCTOBER 2023. We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in restructuring activities in the future. In particular, as previously disclosed in October 2023, the Company committed to certain strategic actions impacting its Containerboard and Global Cellulose Fibers businesses as further described below. Consistent 19 19 19 Table of Contents Table of Contents with this initiative, in December 2023, the Company permanently closed its containerboard mill in Orange, Texas and permanently ceased production on two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills. The Company recorded charges associated with these actions during the three months ended December 31, 2023. See Note 6 - Restructuring and Other Charges, Net in Item 8. Financial Statements and Supplementary Data for additional information.We may be unable to realize the expected benefits from the strategic actions described above and other restructuring initiatives which we may take. In particular, restructuring activities may divert the attention of management, disrupt our operations and fail to achieve the intended cost and operational benefits. In addition, because we are not able to predict or control market conditions, including changes in the supply and demand for our products, the prices for our products or our manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. Further, we may incur cash and non-cash charges in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change.RISKS RELATING TO LEGAL PROCEEDINGS AND COMPLIANCE COSTSWE ARE SUBJECT TO A WIDE VARIETY OF LAWS, REGULATIONS AND OTHER GOVERNMENT REQUIREMENTS THAT MAY CHANGE IN SIGNIFICANT WAYS, AND THE COST OF COMPLIANCE WITH SUCH REQUIREMENTS, OR THE FAILURE TO COMPLY WITH SUCH REQUIREMENTS, COULD IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS. Our operations are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and other government requirements - including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our operations and objectives or affect our returns on investments by restricting existing activities and products, or subjecting us to increased costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could adversely affect our reputation, and financial results or result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability.For example, as part of our business, we are subject to increasingly stringent federal, state, local and international laws governing the protection of the environment. We have incurred, and expect to continue to incur, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. Additionally, new environmental laws, regulations or other requirements to address GHG emissions or climate change may cause us to incur additional compliance costs, including costs that we are unable to predict at the current time. Moreover, there has historically been, and may continue to be, a lack of consistency between jurisdictions regarding legal requirements with respect to climate and GHG emission matters, which has created and may continue to create economic and regulatory uncertainty. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where we have been identified as a potentially responsible party. Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, GHGs, and the availability of energy and water resources. These risks include the potentially adverse impact on forestlands, which are a key resource in the production of our products, increased product costs and changes in the types of products that customers purchase. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting our operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances.Our global operations subject us to complex and evolving U.S and international data privacy laws and regulations, such as European's Union General Data with this initiative, in December 2023, the Company permanently closed its containerboard mill in Orange, Texas and permanently ceased production on two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills. The Company recorded charges associated with these actions during the three months ended December 31, 2023. See Note 6 - Restructuring and Other Charges, Net in Item 8. Financial Statements and Supplementary Data for additional information.We may be unable to realize the expected benefits from the strategic actions described above and other restructuring initiatives which we may take. In particular, restructuring activities may divert the attention of management, disrupt our operations and fail to achieve the intended cost and operational benefits. In addition, because we are not able to predict or control market conditions, including changes in the supply and demand for our products, the prices for our products or our manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. Further, we may incur cash and non-cash charges in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change.RISKS RELATING TO LEGAL PROCEEDINGS AND COMPLIANCE COSTSWE ARE SUBJECT TO A WIDE VARIETY OF LAWS, REGULATIONS AND OTHER GOVERNMENT REQUIREMENTS THAT MAY CHANGE IN SIGNIFICANT WAYS, AND THE COST OF COMPLIANCE WITH SUCH REQUIREMENTS, OR THE FAILURE TO COMPLY WITH SUCH REQUIREMENTS, COULD IMPACT OUR BUSINESS AND RESULTS OF OPERATIONS. Our operations are subject to regulation under a wide variety of U.S. federal and state and non-U.S. laws, regulations and other government requirements - including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our operations and objectives or affect our returns on investments by restricting existing activities and products, or subjecting us to increased costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could adversely affect our reputation, and financial results or result in, among other things, with this initiative, in December 2023, the Company permanently closed its containerboard mill in Orange, Texas and permanently ceased production on two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills. The Company recorded charges associated with these actions during the three months ended December 31, 2023. See Note 6 - Restructuring and Other Charges, Net in Item 8. Financial Statements and Supplementary Data for additional information. We may be unable to realize the expected benefits from the strategic actions described above and other restructuring initiatives which we may take. In particular, restructuring activities may divert the attention of management, disrupt our operations and fail to achieve the intended cost and operational benefits. In addition, because we are not able to predict or control market conditions, including changes in the supply and demand for our products, the prices for our products or our manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. Further, we may incur cash and non-cash charges in connection with restructuring activities, which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to restructuring initiatives change. **Current (2025):** Our business operations rely on securely managed information technology systems, some of which are provided or managed by third parties, for data capture, processing, storage and reporting. We have invested in information technology security initiatives and risk management, as well as incident response, business continuity and disaster recovery plans, but it is not possible to eliminate all systematic or external risk. Further, the development and maintenance of information technology security measures is costly and requires ongoing monitoring, testing and updating as technologies and processes change, and efforts to overcome security measures become increasingly sophisticated. Additionally, the global regulatory environment surrounding information security, data privacy and data protection is becoming increasingly restrictive and is evolving frequently. The current cyber threat environment presents increased risk for all companies, including those in 19 19 19 Table of Contents Table of Contents our industry. Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt operations. In this regard, we have experienced cyber threats and events from time to time, although none have materially affected us, including our results of operations or financial condition. Given the current cyber threat environment, the volume and intensity of cybersecurity attacks and attempted intrusions are expected to increase in the future. We work with a large number of third-party vendors, suppliers, platforms, software, applications, and technologies, each of which may be subject to a cybersecurity incident or information technology failure that impacts our business or operations. We may be required to spend significant resources to verify the implementation of cybersecurity controls by our vendors and suppliers. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, our information technology systems, together with those of our third-party providers or joint venture partners, have been and could again be compromised or disrupted due to factors such as employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, advanced persistent threats, social engineering, credential stuffing or distributed denial-of-service attacks or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist ("hacktivist") organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of AI technologies may intensify cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. Furthermore, remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, the hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, cybersecurity-related threats may remain undetected for an extended period of time. Any cybersecurity attack, data or security breach, other security incident, compromise, damage, disruption, outage or shutdown to our or the information technology systems or networks, or those of any businesses with which we interact could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer confidence, and have a material adverse effect on our business or financial results. Any such incident or breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by customers to conduct business, the acquisition, use or disclosure of data or inability to access data, the release of confidential information about our operations, and subject us to litigation and government enforcement actions. Further, in such event, access to applications required to plan operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require us to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our information systems, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner. Further, following completion of our business combination with DS Smith, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in providing complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public. The recent completion of our business combination with DS Smith has resulted in increased scale and a broader global presence, which will impact our cybersecurity risk profile. As part of the integration of the newly acquired business, we are actively assessing and addressing these cybersecurity risks to ensure robust protection of our expanded operations and data assets. Additionally, while insurance coverage designed to address certain aspects of cyber risks may be in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents. our industry. Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt operations. In this regard, we have experienced cyber threats and events from time to time, although none have materially affected us, including our results of operations or financial condition. Given the current cyber threat environment, the volume and intensity of cybersecurity attacks and attempted intrusions are expected to increase in the future. We work with a large number of third-party vendors, suppliers, platforms, software, applications, and technologies, each of which may be subject to a cybersecurity incident or information technology failure that impacts our business or operations. We may be required to spend significant resources to verify the implementation of cybersecurity controls by our vendors and suppliers. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, our information technology systems, together with those of our third-party providers or joint venture partners, have been and could again be compromised or disrupted due to factors such as employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, advanced persistent threats, social engineering, credential stuffing or distributed denial-of-service attacks or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist ("hacktivist") organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of AI technologies may intensify cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. Furthermore, remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, the hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, cybersecurity-related threats may remain undetected for an extended period of time. Any cybersecurity attack, data or security breach, other security incident, compromise, damage, disruption, outage or shutdown to our or the information technology systems or networks, or those of any businesses with which we interact could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer confidence, and have a material adverse effect on our business or financial results. Any such incident or our industry. Like other global companies, our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt operations. In this regard, we have experienced cyber threats and events from time to time, although none have materially affected us, including our results of operations or financial condition. Given the current cyber threat environment, the volume and intensity of cybersecurity attacks and attempted intrusions are expected to increase in the future. We work with a large number of third-party vendors, suppliers, platforms, software, applications, and technologies, each of which may be subject to a cybersecurity incident or information technology failure that impacts our business or operations. We may be required to spend significant resources to verify the implementation of cybersecurity controls by our vendors and suppliers. In addition, despite careful security and controls design, implementation, updating, monitoring and independent third-party verification, our information technology systems, together with those of our third-party providers or joint venture partners, have been and could again be compromised or disrupted due to factors such as employee error or malfeasance, cyber-attacks, including ransomware, malware, phishing attacks, advanced persistent threats, social engineering, credential stuffing or distributed denial-of-service attacks or data or security breaches by malicious actors such as common hackers, criminal groups or nation-state organizations or social activist ("hacktivist") organizations, disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and increased adoption of AI technologies may intensify cybersecurity risks by making cyber-attacks more difficult to detect, contain, and mitigate. Furthermore, remote working and personal device use increases the risks of cyber incidents and the improper dissemination of personal or confidential information. Moreover, the hardware, software or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. In addition, cybersecurity-related threats may remain undetected for an extended period of time. Any cybersecurity attack, data or security breach, other security incident, compromise, damage, disruption, outage or shutdown to our or the information technology systems or networks, or those of any businesses with which we interact could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer confidence, and have a material adverse effect on our business or financial results. Any such incident or breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by customers to conduct business, the acquisition, use or disclosure of data or inability to access data, the release of confidential information about our operations, and subject us to litigation and government enforcement actions. Further, in such event, access to applications required to plan operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require us to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our information systems, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner. Further, following completion of our business combination with DS Smith, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in providing complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public. The recent completion of our business combination with DS Smith has resulted in increased scale and a broader global presence, which will impact our cybersecurity risk profile. As part of the integration of the newly acquired business, we are actively assessing and addressing these cybersecurity risks to ensure robust protection of our expanded operations and data assets. Additionally, while insurance coverage designed to address certain aspects of cyber risks may be in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents. breach could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by customers to conduct business, the acquisition, use or disclosure of data or inability to access data, the release of confidential information about our operations, and subject us to litigation and government enforcement actions. Further, in such event, access to applications required to plan operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee, customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event could require us to devote significant management time and resources in response to such event, interfere with the pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which could be material, including to investigate and remediate such event, recover lost data, prevent future compromises and adapt systems and practices in response to such events. There is no assurance that any remedial actions will meaningfully limit the success of future attempts to breach our information systems, particularly because malicious actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate or remediate effectively or in a timely manner. Further, following completion of our business combination with DS Smith, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in providing complete and reliable information about cybersecurity incidents to customers, counterparties, and regulators, as well as the public. The recent completion of our business combination with DS Smith has resulted in increased scale and a broader global presence, which will impact our cybersecurity risk profile. As part of the integration of the newly acquired business, we are actively assessing and addressing these cybersecurity risks to ensure robust protection of our expanded operations and data assets. Additionally, while insurance coverage designed to address certain aspects of cyber risks may be in place, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in connection with such incidents. 20 20 20 Table of Contents Table of Contents We are subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements, could impact our business and results of operations. As a publicly listed company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the listing requirements of the NYSE. By virtue of our secondary listing on the LSE, we are now subject to the listing requirements of the LSE, the Market Abuse Regulation and Disclosure Guidance and Transparency Rules. The Exchange Act requires that we file annual and other reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Any failure to maintain effective controls or any difficulties encountered implementing required new or improved controls could cause us to fail to meet our reporting obligations, which could have a material adverse effect on our business and the trading price of our common stock.Our operations are subject to regulation under a wide variety of domestic and international laws, regulations and other government requirements, including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our respective operations and objectives or affect our respective returns on investments by restricting existing activities and products or increasing costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could have an adverse effect on our reputation and financial results or may result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability. We are subject to increasingly stringent federal, state, local and international laws governing the protection of the environment that continue to evolve as new guidance is provided by regulatory and governing bodies and as pending or future litigation is resolved. The changing laws, regulations and standards relating to corporate governance, ESG matters and public disclosures in various jurisdictions create uncertainty for public companies, increase legal and compliance costs and make activities more time consuming. We have incurred, and, following completion of our business combination with DS Smith, expect to continue to incur and invest resources, significant capital, operating and other expenditures complying with applicable and forthcoming environmental laws and regulations, including with respect to GHG emissions and other climate-related matters. These investments may lead to higher operating expenses as the cost of compliance increases. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of soil and groundwater, including situations where we have been identified as a potentially responsible party. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, third-party claims for property damage and personal injury and reputational harm as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances. Additionally, if our compliance efforts with new applicable laws, regulations, and standards do not align with the expectations of regulatory or governing bodies due to ambiguities in their application and implementation, or if they differ from interpretations arising from related litigation, we may face legal actions. This could negatively impact our business, financial condition, operational results, and cash flow. Our global operations are subject to complex and evolving domestic and international data privacy laws and regulations, such as the European Union's General Data Protection Regulation, the UK's General Data Protection Regulation, any supplemental applicable European Union member state or UK national data protection laws, China's Personal Information Protection Law and comprehensive privacy laws in many U.S. states, including California, Connecticut, Colorado, Utah, and Virginia. These laws impose a range of compliance obligations regarding the handling of personal data. There are significant penalties for non-compliance, including monetary fines, disruption of operations and reputational harm. Moreover, other states and governmental authorities around the world have introduced or passed, or are considering, similar legislation which may impose varying standards and We are subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements, could impact our business and results of operations. As a publicly listed company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the listing requirements of the NYSE. By virtue of our secondary listing on the LSE, we are now subject to the listing requirements of the LSE, the Market Abuse Regulation and Disclosure Guidance and Transparency Rules. The Exchange Act requires that we file annual and other reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Any failure to maintain effective controls or any difficulties encountered implementing required new or improved controls could cause us to fail to meet our reporting obligations, which could have a material adverse effect on our business and the trading price of our common stock.Our operations are subject to regulation under a wide variety of domestic and international laws, regulations and other government requirements, including, among others, those relating to the environment, health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our respective operations and objectives or affect our respective returns on investments by restricting existing activities and products or increasing costs. In addition, any failure or alleged failure to comply with applicable laws, regulations or other government requirements could have an adverse effect on our reputation and financial results or may result in, among other things, litigation, revocation of required licenses, internal investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and criminal liability. We are subject to increasingly stringent federal, state, local and international laws governing the protection of the environment that continue to evolve as new guidance is provided by regulatory and governing bodies and as pending or future litigation is resolved. The changing laws, regulations and standards relating to corporate governance, ESG matters and public disclosures in various jurisdictions create uncertainty for public companies, increase legal and compliance costs and make activities more time --- ## Modified: Global Cellulose Fibers In millions20242023Net Sales$2,793 $2,890 Operating Profit (Loss)$(226)$(92) **Key changes:** - Reworded sentence: "Global Cellulose Fibers net sales for 2024 decreased 3% to $2.8 billion, compared with $2.9 billion in 2023." **Prior (2024):** Global Cellulose Fibers net sales for 2023 decreased 10% to $2.9 billion, compared with $3.2 billion in 2022. Operating profits in 2023 decreased compared to 2022. Comparing 2023 with 2022, benefits from lower input costs ($126 million) were more than offset by lower average sales price and an unfavorable mix ($72 million), lower sales volumes ($51 million), higher operating costs ($113 million) and higher maintenance outage costs ($13 million). Sales volumes in 2023 compared with 2022 were lower, driven by customer inventory destocking. Total maintenance and economic downtime was about 507,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Average sales margins were lower, reflecting lower average market pulp prices and an unfavorable product mix partially offset by higher average fluff pulp prices. Operating costs increased, driven by inflation on materials and services and downtime. Distribution costs were lower as the global supply chain environment improved. Planned maintenance outage costs were higher in 2023. Input costs were lower, driven by energy, freight, wood and chemicals. Entering the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes are expected to be stable. Average sales margins are expected to be stable. Operating costs are expected to be higher. Planned maintenance outage costs are expected to be lower than in the fourth quarter of 2023. Input costs are expected to be higher, primarily for energy and chemicals.LIQUIDITY AND CAPITAL RESOURCESOVERVIEWA major factor in International Paper's liquidity and capital resource planning is generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our major products. While changes in key operating cash costs, such as raw material, energy, mill outage and distribution, have an effect on operating cash generation, we believe our focus on commercial and operational excellence, as well as our ability to tightly manage costs and working capital has improved our cash flow generation over an operating cycle.Use of cash during 2023 was primarily focused on working capital requirements, capital spending and returning cash to shareholders through dividends and share repurchases under the Company's share repurchase program.CASH PROVIDED BY OPERATING ACTIVITIESCash provided by operations, including discontinued operations, totaled $1.8 billion in 2023, compared with $2.2 billion for 2022. Cash used by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $2 million in 2023, compared with cash used by working capital components of $145 million in 2022. Cash dividends received from equity investments were $13 million in 2023, compared with $204 million in 2022. INVESTMENT ACTIVITIESInvestment activities in 2023 increased from 2022. Capital spending was $1.1 billion in 2023, or 80% of depreciation and amortization, compared with $931 million in 2022, or 90% of depreciation and amortization. Included in 2023 depreciation expense is $347 million of accelerated depreciation related to Entering the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes are expected to be stable. Average sales margins are expected to be stable. Operating costs are expected to be higher. Planned maintenance outage costs are expected to be lower than in the fourth quarter of 2023. Input costs are expected to be higher, primarily for energy and chemicals. **Current (2025):** Global Cellulose Fibers net sales for 2024 decreased 3% to $2.8 billion, compared with $2.9 billion in 2023. Operating profits in 2024 decreased compared to 2023. Comparing 2024 with 2023, benefits from higher sales volumes ($9 million), lower operating costs ($11 million), lower planned maintenance outage costs ($50 million) and lower input costs ($43 million) were more than offset by lower average sales price net of a favorable mix 43 43 43 Table of Contents Table of Contents ($100 million) and higher accelerated depreciation expense ($147 million). Net sales in 2024 compared with 2023 were lower, driven by lower average sales prices. Total maintenance and economic downtime was about 535,000 short tons lower in 2024 compared with 2023, due to both economic and maintenance downtime. Economic downtime was impacted by the mill strategic actions taken in the second half of 2023 and the fourth quarter of 2024. Cost of products sold decreased by $138 million and was impacted by higher operating costs, lower planned downtime costs and lower input costs. Operating costs increased, driven by higher costs on materials and services and reliability incidents. Input costs were lower, driven by energy, chemicals, freight and wood. Selling and administrative expenses increased $51 million driven by higher incentive compensation expense. Distribution costs were lower by $40 million. Entering the first quarter of 2025, compared with the fourth quarter of 2024, sales volumes are expected to be stable. Average sales margins are expected to be lower. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be higher than in the fourth quarter of 2024. Input costs are expected to be stable. Operating profit will benefit from the non-repeat of accelerated depreciation expense in the fourth quarter of 2024.LIQUIDITY AND CAPITAL RESOURCESOVERVIEWA major factor in International Paper's liquidity and capital resource planning is generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our major products. While changes in key operating cash costs, such as raw material, energy, mill outage and distribution, have an effect on operating cash generation, we believe our focus on commercial and operational excellence, as well as our ability to tightly manage costs and working capital has improved our cash flow generation over an operating cycle.Use of cash during 2024 was primarily focused on working capital requirements, capital spending and returning cash to shareholders through dividends.CASH PROVIDED BY OPERATING ACTIVITIESCash provided by operations, including discontinued operations, totaled $1.7 billion in 2024, compared with $1.8 billion for 2023. Cash used by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $10 million in 2024, compared with cash used by working capital components of $2 million in 2023. Cash dividends received from equity investments were $13 million in 2023. There were no cash dividends received from equity method investments in 2024. The change in cash provided by operations in 2024 compared to the 2023 period was primarily due to lower accounts receivable cash receipts due to the timing of sales, partially offset by higher incentive compensation. INVESTMENT ACTIVITIESCash used for investment activities totaled $808 million in 2024 compared with $668 million in 2023. The increase in cash used for investment activities in 2024 compared to 2023 is mainly due to proceeds from sales of equity method investments of $472 million received in 2023. Additionally, 2024 includes lower capital spending and proceeds from insurance recoveries and the sale of fixed assets.Capital spending was $921 million in 2024, or 71% of depreciation and amortization, compared with $1.1 billion in 2023, or 80% of depreciation and amortization. Capital spending as a percentage of depreciation and amortization was impacted by accelerated depreciation of $233 million and $422 million for the years ended December 31, 2024 and December 31, 2023, respectively, related to mill strategic actions and other 80/20 strategic actions.The following table shows capital spending by business segment for the years ended December 31, 2024 and 2023: In millions20242023Industrial Packaging$763 $928 Global Cellulose Fibers133 177 Subtotal896 1,105 Corporate and other25 36 Capital Spending$921 $1,141 Acquisitions See Note 7 Acquisitions on page 72 of Item 8. Financial Statements and Supplementary Data for a discussion of the Company's acquisitions.FINANCING ACTIVITIESFinancing activities during 2024 included debt issuances of $102 million and reductions of $141 million for a net decrease of $39 million. Financing activities during 2023 included debt issuances of $783 million and reductions of $780 million. ($100 million) and higher accelerated depreciation expense ($147 million). Net sales in 2024 compared with 2023 were lower, driven by lower average sales prices. Total maintenance and economic downtime was about 535,000 short tons lower in 2024 compared with 2023, due to both economic and maintenance downtime. Economic downtime was impacted by the mill strategic actions taken in the second half of 2023 and the fourth quarter of 2024. Cost of products sold decreased by $138 million and was impacted by higher operating costs, lower planned downtime costs and lower input costs. Operating costs increased, driven by higher costs on materials and services and reliability incidents. Input costs were lower, driven by energy, chemicals, freight and wood. Selling and administrative expenses increased $51 million driven by higher incentive compensation expense. Distribution costs were lower by $40 million. Entering the first quarter of 2025, compared with the fourth quarter of 2024, sales volumes are expected to be stable. Average sales margins are expected to be lower. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be higher than in the fourth quarter of 2024. Input costs are expected to be stable. Operating profit will benefit from the non-repeat of accelerated depreciation expense in the fourth quarter of 2024.LIQUIDITY AND CAPITAL RESOURCESOVERVIEWA major factor in International Paper's liquidity and capital resource planning is generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our major products. While changes in key operating cash costs, such as raw material, energy, mill outage and distribution, have an effect on operating cash generation, we believe our focus on commercial and operational excellence, as well as our ability to tightly manage costs and working capital has improved our cash flow generation over an operating cycle.Use of cash during 2024 was primarily focused on working capital requirements, capital spending and returning cash to shareholders through dividends.CASH PROVIDED BY OPERATING ACTIVITIESCash provided by operations, including discontinued operations, totaled $1.7 billion in 2024, compared with $1.8 billion for 2023. Cash used by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $10 million in 2024, compared with cash used by ($100 million) and higher accelerated depreciation expense ($147 million). Net sales in 2024 compared with 2023 were lower, driven by lower average sales prices. Total maintenance and economic downtime was about 535,000 short tons lower in 2024 compared with 2023, due to both economic and maintenance downtime. Economic downtime was impacted by the mill strategic actions taken in the second half of 2023 and the fourth quarter of 2024. Cost of products sold decreased by $138 million and was impacted by higher operating costs, lower planned downtime costs and lower input costs. Operating costs increased, driven by higher costs on materials and services and reliability incidents. Input costs were lower, driven by energy, chemicals, freight and wood. Selling and administrative expenses increased $51 million driven by higher incentive compensation expense. Distribution costs were lower by $40 million. Entering the first quarter of 2025, compared with the fourth quarter of 2024, sales volumes are expected to be stable. Average sales margins are expected to be lower. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be higher than in the fourth quarter of 2024. Input costs are expected to be stable. Operating profit will benefit from the non-repeat of accelerated depreciation expense in the fourth quarter of 2024. --- ## Modified: NOTE 5 OTHER COMPREHENSIVE INCOME **Key changes:** - Reworded sentence: "The following table presents changes in Accumulated Other Comprehensive Loss ("AOCI"), net of tax, reported in the consolidated financial statements for the years ended December 31: In millions202420232022Defined Benefit Pension and Postretirement AdjustmentsBalance at beginning of period$(1,276)$(1,195)$(962)Other comprehensive income (loss) before reclassifications(105)(167)(319)Amounts reclassified from accumulated other comprehensive loss69 86 86 Balance at end of period(1,312)(1,276)(1,195)Change in Cumulative Foreign Currency Translation Adjustments Balance at beginning of period(281)(722)(694)Other comprehensive income (loss) before reclassifications(121)(76)(38)Amounts reclassified from accumulated other comprehensive loss - 517 10 Balance at end of period(402)(281)(722)Net Gains and Losses on Cash Flow Hedging DerivativesBalance at beginning of period(8)(8)(10)Amounts reclassified from accumulated other comprehensive loss - - 2 Balance at end of period(8)(8)(8)Total Accumulated Other Comprehensive Income (Loss) at End of Period$(1,722)$(1,565)$(1,925) 70 70 70 Table of Contents Table of Contents Reclassifications out of AOCI for the three years ended December 31 were as follows: Amount Reclassified from Accumulated Other Comprehensive LossLocation of Amount Reclassified from AOCI202420232022In millionsDefined benefit pension and postretirement items:Prior-service costs$(13)$(23)$(23)(a)Non-operating pension expenseActuarial gains/(losses)(78)(92)(91)(a)Non-operating pension expenseTotal pre-tax amount(91)(115)(114)Tax (expense)/benefit22 29 28 Net of tax(69)(86)(86)Change in cumulative foreign currency translation adjustments:Business divestiture - (517)(10)(b)Net (gains) losses on sales of equity method investments and Discontinued Operations, net of taxes Tax (expense)/benefit - - - Net of tax - (517)(10)Net gains and losses on cash flow hedging derivatives:Cash flow hedges - - (3) Interest expense, netTotal pre-tax amount - - (3)Tax (expense)/benefit - - 1 Total, net of tax - - (2)Total reclassifications for the period, net of tax$(69)$(603)$(98) (a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 17 - Retirement Plans for additional details)." **Prior (2024):** The following table presents changes in Accumulated Other Comprehensive Loss ("AOCI"), net of tax, reported in the consolidated financial statements for the years ended December 31: In millions202320222021Defined Benefit Pension and Postretirement AdjustmentsBalance at beginning of period$(1,195)$(962)$(1,880)Other comprehensive income (loss) before reclassifications(167)(319)713 Reclassification related to Sylvamo Corporation spin-off - - 80 Amounts reclassified from accumulated other comprehensive loss86 86 125 Balance at end of period(1,276)(1,195)(962)Change in Cumulative Foreign Currency Translation Adjustments Balance at beginning of period(722)(694)(2,457)Other comprehensive income (loss) before reclassifications(76)(38)(115)Reclassification related to Sylvamo Corporation spin-off - - 1,692 Amounts reclassified from accumulated other comprehensive loss517 10 184 Other Comprehensive Income (Loss) Attributable to Noncontrolling Interest - - 2 Balance at end of period(281)(722)(694)Net Gains and Losses on Cash Flow Hedging DerivativesBalance at beginning of period(8)(10)(5)Other comprehensive income (loss) before reclassifications - - 3 Reclassification related to Sylvamo Corporation spin-off - - 1 Amounts reclassified from accumulated other comprehensive loss - 2 (9)Balance at end of period(8)(8)(10)Total Accumulated Other Comprehensive Income (Loss) at End of Period$(1,565)$(1,925)$(1,666) 63 63 63 Table of Contents Table of Contents Reclassifications out of AOCI for the three years ended December 31 were as follows: Amount Reclassified from Accumulated Other Comprehensive LossLocation of Amount Reclassified from AOCI202320222021In millionsDefined benefit pension and postretirement items:Prior-service costs$(23)$(23)$(20)(a)Non-operating pension expenseActuarial gains/(losses)(92)(91)(146)(a)Non-operating pension expenseTotal pre-tax amount(115)(114)(166)Tax (expense)/benefit29 28 41 Net of tax(86)(86)(125)Reclassification related to Sylvamo Corporation spin-off - - (80)Paid-in CapitalTotal, net of tax(86)(86)(205)Change in cumulative foreign currency translation adjustments:Business divestiture(517)(10)(184)(b)Net (gains) losses on sales of equity method investments, Discontinued Operations, net of taxes and Net (gains) losses on sales and impairment of businessesTax (expense)/benefit - - - Net of tax(517)(10)(184)Reclassification related to Sylvamo Corporation spin-off - - (1,692)Paid-in CapitalTotal, net of tax(517)(10)(1,876)Net gains and losses on cash flow hedging derivatives:Cash flow hedges - (3)11 Cost of products sold, Discontinued operations, net of taxes, and Interest expense, netTotal pre-tax amount - (3)11 Tax (expense)/benefit - 1 (2)Net of tax - (2)9 Reclassification related to Sylvamo Corporation spin-off - - (1)Paid-in CapitalTotal, net of tax - (2)8 Total reclassifications for the period, net of tax$(603)$(98)$(2,073) (a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 18 - Retirement Plans for additional details). Note 18 - Retirement Plans for additional details). (b) See Note 11 - Equity Method Investments for additional details for 2023 amounts. Note 11 - Equity Method Investments for additional details for 2023 amounts. 64 64 64 Table of Contents Table of Contents NOTE 6 RESTRUCTURING AND OTHER CHARGES, NET2023: During 2023, restructuring and other charges, net, totaling $99 million before taxes were recorded. The charges included:In millions2023Orange, Texas mill closure costs (a)$81 Pensacola mill and Riegelwood mill pulp machine shutdowns (b)37 Building a Better IP (c)(19)Total$99 (a) Includes $25 million of severance charges, $30 million of inventory impairment charges and $26 million of other costs associated with the closure of our containerboard mill in Orange, Texas. The majority of the severance charges will be paid in 2024.(b) Includes $21 million of severance charges, $12 million of inventory impairment charges and $4 million of other costs associated with the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. The majority of the severance charges will be paid in 2024.(c) Revision of severance estimates related to our Building a Better IP initiative.2022: During 2022, restructuring and other charges, net, totaling $89 million before taxes were recorded. The charges included:In millions2022Early debt extinguishment costs (see Note 16)$93 Other restructuring items(4)Total$89 2021: During 2021, restructuring and other charges, net, totaling $509 million before taxes were recorded. These charges included:In millions2021Early debt extinguishment costs (see Note 16)$461 Building a Better IP (a)29 EMEA packaging restructuring (b)12 Other restructuring items7 Total$509 (a) Severance related to our Building a Better IP initiative which is focused on value creation through streamlined operations and process optimization. All severance has been paid as of December 31, 2023.(b) Severance related to the optimization of our EMEA Packaging business. All severance has been paid as of December 31, 2023.NOTE 7 ACQUISITIONS2021: On April 1, 2021, the Company closed on the previously announced acquisition of two box plants located in Spain. The total purchase consideration, inclusive of working capital adjustments, was approximately €71 million (approximately $83 million based on the April 1, 2021 exchange rate).The following table summarizes the final fair value assigned to assets and liabilities acquired as of April 1, 2021:In millionsCash and temporary investments$5 Accounts and notes receivable10 Inventories3 Plants, properties and equipment50 Goodwill23 Intangible assets13 Total assets acquired104 Short-term debt2 Accounts payable and accrued liabilities4 Other current liabilities2 Long-term debt1 Deferred income taxes12 Total liabilities assumed21 Net assets acquired$83 Pro forma information has not been included as it is impracticable to obtain the information due to the lack of availability of historical U.S. GAAP financial data. The results of the operations of these businesses do not have a material effect on the Company's consolidated results of operations.The Company has accounted for the above acquisition under ASC 805, "Business Combinations" and the results of operations have been included in International Paper's financial statements beginning with the date of acquisition.2021: In April 2021, the Company received a noncontrolling interest in a U.S-based corrugated packaging producer. In the second quarter, the Company recorded its investment of $115 million based on the fair value of the noncontrolling interest, and a corresponding contract liability that is amortized over 15 years. The Company is party to various agreements with the entity which includes a containerboard supply agreement. The Company is accounting for its interest as an equity method investment.NOTE 8 DIVESTITURESPRINTING PAPERS SPIN-OFF2021: On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded NOTE 6 RESTRUCTURING AND OTHER CHARGES, NET2023: During 2023, restructuring and other charges, net, totaling $99 million before taxes were recorded. The charges included:In millions2023Orange, Texas mill closure costs (a)$81 Pensacola mill and Riegelwood mill pulp machine shutdowns (b)37 Building a Better IP (c)(19)Total$99 (a) Includes $25 million of severance charges, $30 million of inventory impairment charges and $26 million of other costs associated with the closure of our containerboard mill in Orange, Texas. The majority of the severance charges will be paid in 2024.(b) Includes $21 million of severance charges, $12 million of inventory impairment charges and $4 million of other costs associated with the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. The majority of the severance charges will be paid in 2024.(c) Revision of severance estimates related to our Building a Better IP initiative.2022: During 2022, restructuring and other charges, net, totaling $89 million before taxes were recorded. The charges included:In millions2022Early debt extinguishment costs (see Note 16)$93 Other restructuring items(4)Total$89 2021: During 2021, restructuring and other charges, net, totaling $509 million before taxes were recorded. These charges included:In millions2021Early debt extinguishment costs (see Note 16)$461 Building a Better IP (a)29 EMEA packaging restructuring (b)12 Other restructuring items7 Total$509 (a) Severance related to our Building a Better IP initiative which is focused on value creation through streamlined operations and process optimization. All severance has been paid as of December 31, 2023.(b) Severance related to the optimization of our EMEA Packaging business. All severance has been paid as of December 31, 2023.NOTE 7 ACQUISITIONS2021: On April 1, 2021, the Company closed on the previously announced acquisition of two box plants located in Spain. The total purchase consideration, inclusive of working capital adjustments, was **Current (2025):** The following table presents changes in Accumulated Other Comprehensive Loss ("AOCI"), net of tax, reported in the consolidated financial statements for the years ended December 31: In millions202420232022Defined Benefit Pension and Postretirement AdjustmentsBalance at beginning of period$(1,276)$(1,195)$(962)Other comprehensive income (loss) before reclassifications(105)(167)(319)Amounts reclassified from accumulated other comprehensive loss69 86 86 Balance at end of period(1,312)(1,276)(1,195)Change in Cumulative Foreign Currency Translation Adjustments Balance at beginning of period(281)(722)(694)Other comprehensive income (loss) before reclassifications(121)(76)(38)Amounts reclassified from accumulated other comprehensive loss - 517 10 Balance at end of period(402)(281)(722)Net Gains and Losses on Cash Flow Hedging DerivativesBalance at beginning of period(8)(8)(10)Amounts reclassified from accumulated other comprehensive loss - - 2 Balance at end of period(8)(8)(8)Total Accumulated Other Comprehensive Income (Loss) at End of Period$(1,722)$(1,565)$(1,925) 70 70 70 Table of Contents Table of Contents Reclassifications out of AOCI for the three years ended December 31 were as follows: Amount Reclassified from Accumulated Other Comprehensive LossLocation of Amount Reclassified from AOCI202420232022In millionsDefined benefit pension and postretirement items:Prior-service costs$(13)$(23)$(23)(a)Non-operating pension expenseActuarial gains/(losses)(78)(92)(91)(a)Non-operating pension expenseTotal pre-tax amount(91)(115)(114)Tax (expense)/benefit22 29 28 Net of tax(69)(86)(86)Change in cumulative foreign currency translation adjustments:Business divestiture - (517)(10)(b)Net (gains) losses on sales of equity method investments and Discontinued Operations, net of taxes Tax (expense)/benefit - - - Net of tax - (517)(10)Net gains and losses on cash flow hedging derivatives:Cash flow hedges - - (3) Interest expense, netTotal pre-tax amount - - (3)Tax (expense)/benefit - - 1 Total, net of tax - - (2)Total reclassifications for the period, net of tax$(69)$(603)$(98) (a) These accumulated other comprehensive income (loss) components are included in the computation of net periodic pension cost (see Note 17 - Retirement Plans for additional details). Note 17 - Retirement Plans for additional details). (b) See Note 10 - Equity Method Investments for additional details for 2023 amounts. Note 10 - Equity Method Investments for additional details for 2023 amounts. 71 71 71 Table of Contents Table of Contents NOTE 6 RESTRUCTURING AND OTHER CHARGES, NET2024: During 2024, restructuring and other charges, net, totaling $221 million before taxes were recorded. The charges included:In millions202480/20 strategic approach (a)$105 Georgetown mill closure costs (b)119 Other restructuring items(3)Total$221 (a) Severance and other costs related to the resource alignment component of our 80/20 strategic approach. These severance and other costs include $61 million, $42 million and $2 million in the Corporate, Industrial Packaging and Global Cellulose Fibers segments, respectively. The severance charges are recorded in Accrued payroll and benefits and Other Liabilities in the accompanying consolidated balance sheet. The majority of these charges will be paid in 2025.(b) Includes $39 million of severance charges recorded in Accrued payroll and benefits in the accompanying consolidated balance sheet, $34 million of inventory charges recorded in Inventories in the accompanying consolidated balance sheet and $46 million of other costs recorded in Other current liabilities and Other Liabilities in the accompanying consolidated balance sheet, associated with the permanent closure of our Georgetown, South Carolina mill. The majority of the severance charges will be paid in 2025.2023: During 2023, restructuring and other charges, net, totaling $99 million before taxes were recorded. The charges included:In millions2023Orange, Texas mill closure costs (a)$81 Pensacola mill and Riegelwood mill pulp machine shutdowns (b)37 Building a Better IP (c)(19)Total$99 (a) Includes $25 million of severance charges, $30 million of inventory charges and $26 million of other costs associated with the closure of our containerboard mill in Orange, Texas. The majority of the severance charges were paid in 2024.(b) Includes $21 million of severance charges, $12 million of inventory charges and $4 million of other costs associated with the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. The majority of the severance charges were paid in 2024.(c) Revision of severance estimates related to our Building a Better IP initiative.2022: During 2022, restructuring and other charges, net, totaling $89 million before taxes were recorded. These charges included:In millions2022Early debt extinguishment costs (see Note 16)$93 Other restructuring items(4)Total$89 NOTE 7 ACQUISITIONSCOMPLETED BUSINESS COMBINATION OF DS SMITH2024: On April 16, 2024, the Company issued an announcement, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers, disclosing the terms of a recommended offer by the Company to acquire the entire issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales ("DS Smith"), in an all-stock transaction (the "Business Combination"). Costs related to the transaction were $86 million for the year ended December 31, 2024 and were recorded in selling and administrative expenses in the accompanying consolidated statement of operations. On January 24, 2025, the European Commission issued its Phase I clearance of the business combination, conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations.On January 31, 2025, the Company closed on the acquisition of the entire issued and to be issued share capital of DS Smith. Upon closing of the acquisition, IP issued 0.1285 shares for each DS Smith share, resulting in the issuance of 178,126,631 new shares of IP common stock ("New Company Common Stock"). As a result of the share issuance, the holders of the New Company Common Stock own approximately 34.1% of the Company's outstanding share capital. Based on the issuance of 178,126,631 new shares and the closing price of $55.63 on the close of January 31, 2025, the total purchase consideration for the completed acquisition was approximately $9.9 billion. On February 4, 2025, the Company began trading the New Company Common Stock and continues to be listed on the New York Stock Exchange under the symbol "IP" and via a secondary listing on the London Stock Exchange under the symbol "IPC". The headquarters of the combined company is based in Memphis, Tennessee, and the EMEA headquarters has been established at DS Smith's existing main office in London. NOTE 6 RESTRUCTURING AND OTHER CHARGES, NET2024: During 2024, restructuring and other charges, net, totaling $221 million before taxes were recorded. The charges included:In millions202480/20 strategic approach (a)$105 Georgetown mill closure costs (b)119 Other restructuring items(3)Total$221 (a) Severance and other costs related to the resource alignment component of our 80/20 strategic approach. These severance and other costs include $61 million, $42 million and $2 million in the Corporate, Industrial Packaging and Global Cellulose Fibers segments, respectively. The severance charges are recorded in Accrued payroll and benefits and Other Liabilities in the accompanying consolidated balance sheet. The majority of these charges will be paid in 2025.(b) Includes $39 million of severance charges recorded in Accrued payroll and benefits in the accompanying consolidated balance sheet, $34 million of inventory charges recorded in Inventories in the accompanying consolidated balance sheet and $46 million of other costs recorded in Other current liabilities and Other Liabilities in the accompanying consolidated balance sheet, associated with the permanent closure of our Georgetown, South Carolina mill. The majority of the severance charges will be paid in 2025.2023: During 2023, restructuring and other charges, net, totaling $99 million before taxes were recorded. The charges included:In millions2023Orange, Texas mill closure costs (a)$81 Pensacola mill and Riegelwood mill pulp machine shutdowns (b)37 Building a Better IP (c)(19)Total$99 (a) Includes $25 million of severance charges, $30 million of inventory charges and $26 million of other costs associated with the closure of our containerboard mill in Orange, Texas. The majority of the severance charges were paid in 2024.(b) Includes $21 million of severance charges, $12 million of inventory charges and $4 million of other costs associated with the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. The majority of the severance charges were paid in 2024.(c) Revision of severance estimates related to our Building a Better IP initiative. --- ## Modified: North American Packaging SolutionsIn millions20242023Net Sales (a)$14,293 $14,293 Operating Profit (Loss)$891 $839 **Key changes:** - Reworded sentence: "(a) Includes intra-segment sales of $114 million for 2024 and $95 million for 2023." - Reworded sentence: "Other input costs are expected to be lower." - Reworded sentence: "Principal cost drivers include manufacturing efficiency, raw material and energy costs, mill outage costs, and freight costs.Global Cellulose Fibers In millions20242023Net Sales$2,793 $2,890 Operating Profit (Loss)$(226)$(92)Global Cellulose Fibers net sales for 2024 decreased 3% to $2.8 billion, compared with $2.9 billion in 2023." **Prior (2024):** EMEA Industrial Packaging's average sales margins were lower reflecting lower average sales prices for containerboard and an unfavorable product mix partially offset by higher average sales prices for corrugated boxes. Sales volumes in 2023 were lower than in 2022 driven by soft demand. Operating costs in 2023 were higher driven by inflation on materials and services. Planned maintenance outage costs were lower in 2023 compared with 2022. Input costs were significantly lower in 2023, driven by energy and recovered fiber costs. 36 36 36 Table of Contents Table of Contents Entering the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes are expected to be higher driven by seasonality. Average sales margins are expected to be higher, reflecting lower containerboard costs. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be lower. Other input costs are expected to be stable. Earnings will be impacted by the non-repeat of an energy subsidy and other favorable one-time items in the fourth quarter 2023.GLOBAL CELLULOSE FIBERSDemand for Cellulose Fibers products is closely correlated with changes in demand for absorbent hygiene products, primarily driven by the demographics and income growth in various geographic regions. It is further affected by changes in currency rates that can benefit or hurt producers in different geographic regions. Principal cost drivers include manufacturing efficiency, raw material and energy costs, mill outage costs, and freight costs.Global Cellulose Fibers In millions20232022Net Sales$2,890 $3,227 Operating Profit (Loss)$(17)$106 Global Cellulose Fibers net sales for 2023 decreased 10% to $2.9 billion, compared with $3.2 billion in 2022. Operating profits in 2023 decreased compared to 2022. Comparing 2023 with 2022, benefits from lower input costs ($126 million) were more than offset by lower average sales price and an unfavorable mix ($72 million), lower sales volumes ($51 million), higher operating costs ($113 million) and higher maintenance outage costs ($13 million). Sales volumes in 2023 compared with 2022 were lower, driven by customer inventory destocking. Total maintenance and economic downtime was about 507,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Average sales margins were lower, reflecting lower average market pulp prices and an unfavorable product mix partially offset by higher average fluff pulp prices. Operating costs increased, driven by inflation on materials and services and downtime. Distribution costs were lower as the global supply chain environment improved. Planned maintenance outage costs were higher in 2023. Input costs were lower, driven by energy, freight, wood and chemicals. Entering the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes are expected to be stable. Average sales margins are expected to be stable. Operating costs are expected to be higher. Planned maintenance outage costs are expected to be lower than in the fourth quarter of 2023. Input costs are expected to be higher, primarily for energy and chemicals.LIQUIDITY AND CAPITAL RESOURCESOVERVIEWA major factor in International Paper's liquidity and capital resource planning is generation of operating cash flow, which is highly sensitive to changes in the pricing and demand for our major products. While changes in key operating cash costs, such as raw material, energy, mill outage and distribution, have an effect on operating cash generation, we believe our focus on commercial and operational excellence, as well as our ability to tightly manage costs and working capital has improved our cash flow generation over an operating cycle.Use of cash during 2023 was primarily focused on working capital requirements, capital spending and returning cash to shareholders through dividends and share repurchases under the Company's share repurchase program.CASH PROVIDED BY OPERATING ACTIVITIESCash provided by operations, including discontinued operations, totaled $1.8 billion in 2023, compared with $2.2 billion for 2022. Cash used by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $2 million in 2023, compared with cash used by working capital components of $145 million in 2022. Cash dividends received from equity investments were $13 million in 2023, compared with $204 million in 2022. INVESTMENT ACTIVITIESInvestment activities in 2023 increased from 2022. Capital spending was $1.1 billion in 2023, or 80% of depreciation and amortization, compared with $931 million in 2022, or 90% of depreciation and amortization. Included in 2023 depreciation expense is $347 million of accelerated depreciation related to Entering the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes are expected to be higher driven by seasonality. Average sales margins are expected to be higher, reflecting lower containerboard costs. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be lower. Other input costs are expected to be stable. Earnings will be impacted by the non-repeat of an energy subsidy and other favorable one-time items in the fourth quarter 2023.GLOBAL CELLULOSE FIBERSDemand for Cellulose Fibers products is closely correlated with changes in demand for absorbent hygiene products, primarily driven by the demographics and income growth in various geographic regions. It is further affected by changes in currency rates that can benefit or hurt producers in different geographic regions. Principal cost drivers include manufacturing efficiency, raw material and energy costs, mill outage costs, and freight costs.Global Cellulose Fibers In millions20232022Net Sales$2,890 $3,227 Operating Profit (Loss)$(17)$106 Global Cellulose Fibers net sales for 2023 decreased 10% to $2.9 billion, compared with $3.2 billion in 2022. Operating profits in 2023 decreased compared to 2022. Comparing 2023 with 2022, benefits from lower input costs ($126 million) were more than offset by lower average sales price and an unfavorable mix ($72 million), lower sales volumes ($51 million), higher operating costs ($113 million) and higher maintenance outage costs ($13 million). Sales volumes in 2023 compared with 2022 were lower, driven by customer inventory destocking. Total maintenance and economic downtime was about 507,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Average sales margins were lower, reflecting lower average market pulp prices and an unfavorable product mix partially offset by higher average fluff pulp prices. Operating costs increased, driven by inflation on materials and services and downtime. Distribution costs were lower as the global supply chain environment improved. Planned maintenance outage costs were higher in 2023. Input costs were lower, driven by energy, freight, wood and chemicals. Entering the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes are expected to be higher driven by seasonality. Average sales margins are expected to be higher, reflecting lower containerboard costs. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be lower. Other input costs are expected to be stable. Earnings will be impacted by the non-repeat of an energy subsidy and other favorable one-time items in the fourth quarter 2023. **Current (2025):** (a) Includes intra-segment sales of $114 million for 2024 and $95 million for 2023. North American Packaging Solutions' net sales were flat as the benefits of higher prices for both containerboard and corrugated boxes were offset by an unfavorable geographic mix and lower sales volumes. Sales volumes decreased in 2024 compared with 2023 for corrugated boxes reflecting the impact of our box go-to-market strategy. Total maintenance and economic downtime was about 1.2 million short tons lower in 2024 compared with 2023, primarily due to economic downtime that was favorably impacted by the mill strategic actions taken in the fourth quarter of 2023. Cost of products sold decreased by $53 million and was impacted by higher operating costs, lower planned maintenance downtime costs and higher input costs. Operating costs were higher primarily due to increased costs on materials and services, increased spending on maintenance and reliability and higher employee benefits costs, partially offset by lower economic downtime. Input costs were higher, driven by higher recovered fiber costs, partially offset by lower energy, freight and wood costs. Selling and administrative expenses were $347 million higher due to higher incentive compensation expense. Distribution costs were $64 million lower driven by lower sales volumes. Looking ahead to the first quarter of 2025, compared with the fourth quarter of 2024, sales volumes for corrugated boxes are expected to be higher. Average sales margins are expected to be lower. Operating costs are expected to be lower. Planned maintenance downtime costs are expected to be lower. Input costs are expected to be lower, primarily for recovered fiber. EMEA Industrial Packaging In millions20242023Net Sales$1,355 $1,398 Operating Profit (Loss)$60 $80 EMEA Industrial Packaging's net sales were lower in 2024 than in 2023 reflecting lower average sales prices partially offset by a favorable product mix and higher sales volumes. Cost of products sold decreased $55 million and was impacted by higher operating costs, higher planned maintenance downtime costs and lower input costs. Operating costs were negatively impacted by a warehouse fire in Morocco and higher administrative spend. Input costs were lower in 2024, driven by energy and chemical costs mostly offset by higher purchased pulp costs. Input costs benefited from an energy subsidy in both 2024 and 2023. Selling and administrative expenses were $26 million higher driven by incentive compensation expense. Distribution expenses were flat. Entering the first quarter of 2025, compared with the fourth quarter of 2024, sales volumes are expected to be stable. Average sales margins are expected to be lower, reflecting higher containerboard costs. Operating costs are expected to be lower. Planned maintenance outage costs are expected to be lower. Other input costs are expected to be lower. Earnings will be impacted by the non-repeat of an energy subsidy received in the fourth quarter 2024.GLOBAL CELLULOSE FIBERSDemand for Cellulose Fibers products is closely correlated with changes in demand for absorbent hygiene products, primarily driven by the demographics and income growth in various geographic regions. It is further affected by changes in currency rates that can benefit or hurt producers in different geographic regions. Principal cost drivers include manufacturing efficiency, raw material and energy costs, mill outage costs, and freight costs.Global Cellulose Fibers In millions20242023Net Sales$2,793 $2,890 Operating Profit (Loss)$(226)$(92)Global Cellulose Fibers net sales for 2024 decreased 3% to $2.8 billion, compared with $2.9 billion in 2023. Operating profits in 2024 decreased compared to 2023. Comparing 2024 with 2023, benefits from higher sales volumes ($9 million), lower operating costs ($11 million), lower planned maintenance outage costs ($50 million) and lower input costs ($43 million) were more than offset by lower average sales price net of a favorable mix --- ## Modified: NOTE 10 EQUITY METHOD INVESTMENTS **Prior (2024):** The Company accounts for the following investments under the equity method of accounting. **Current (2025):** The Company accounts for the following investments under the equity method of accounting. --- ## Modified: INCOME TAXES **Key changes:** - Added sentence: "The following is a reconciliation of the net income tax provision (benefit) to the operational income tax provision and the reported effective income tax rate to the operational effective income tax rate: In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 %A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%." - Added sentence: "This includes a tax benefit of $416 million related to internal legal entity restructuring." - Added sentence: "Excluding this item, a $72 million net tax benefit for other special items and a $10 million tax expense related to non-operating pension expense, the operational tax provision (non-GAAP) for 2024 was $63 million, or 13% of pre-tax earnings before equity earnings.A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%." - Added sentence: "This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring." - Added sentence: "Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 % A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%." **Prior (2024):** A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $141 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension expense, the operational tax provision (non-GAAP) for 2023 was $232 million, or 23% of pre-tax earnings before equity earnings. A net income tax benefit from continuing operations of $236 million was recorded for 2022 and the reported effective income tax rate was (16%). This includes a tax benefit of $604 million related to the settlement of the timber monetization restructuring tax matter, a tax benefit of $66 million related to the tax-free exchange of our shares of Sylvamo and tax expense of $45 million related to a foreign deferred tax valuation allowance. Excluding these items, a $37 million net tax benefit for other special items and $48 million tax expense related to non-operating pension income, the operational tax provision (non-GAAP) for 2022 was $378 million, or 24% of pre-tax earnings before equity earnings. The operational tax provision and operational effective tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.The following is a reconciliation of the net income tax provision (benefit) to the operational tax provision and rate: In millions20232022Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings$382 $1,511 Pre-tax special items554 233 Non-operating pension (income) expense54 (192)Adjusted Operating Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings$990 $1,552 Income tax provision (benefit)$59 $(236)Income tax effect - non-operating pension (income) expense and pre-tax special items173 614 Operational Tax Provision$232 $378 Operational Tax Rate23 %24 %INTEREST EXPENSE AND EQUITY EARNINGS, NET OF TAXES Net corporate interest expense totaled $231 million in 2023 and $325 million in 2022. Net interest expense includes $3 million and $58 million of interest expense related to the timber monetization restructuring tax matter in 2023 and 2022, respectively. Net interest expense in 2023 also includes $6 million of interest income associated with the settlement of tax audits. The decrease in net interest expense in 2023 compared with 2022 was due to higher interest income. Equity earnings, net of taxes were a loss of $21 million and a loss of $6 million in 2023 and 2022, respectively. Equity earnings in 2023 includes an $18 million other-than-temporary impairment of an equity method investment. The operational tax provision and operational effective tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods. The following is a reconciliation of the net income tax provision (benefit) to the operational tax provision and rate: In millions20232022Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings$382 $1,511 Pre-tax special items554 233 Non-operating pension (income) expense54 (192)Adjusted Operating Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings$990 $1,552 Income tax provision (benefit)$59 $(236)Income tax effect - non-operating pension (income) expense and pre-tax special items173 614 Operational Tax Provision$232 $378 Operational Tax Rate23 %24 % **Current (2025):** The following is a reconciliation of the net income tax provision (benefit) to the operational income tax provision and the reported effective income tax rate to the operational effective income tax rate: In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 %A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%. This includes a tax benefit of $416 million related to internal legal entity restructuring. Excluding this item, a $72 million net tax benefit for other special items and a $10 million tax expense related to non-operating pension expense, the operational tax provision (non-GAAP) for 2024 was $63 million, or 13% of pre-tax earnings before equity earnings.A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax In millions20242023Provision (Benefit)RateProvision (Benefit)RateIncome tax provision (benefit) and reported effective income tax rate$(415)(282)%$59 15 %Income tax effect - non-operating pension (income) expense and special items47868Operational Tax Provision and Operational Effective Tax Rate$63 13 %$127 22 % A net income tax benefit from continuing operations of $415 million was recorded for 2024 and the reported effective income tax rate was (282)%. This includes a tax benefit of $416 million related to internal legal entity restructuring. Excluding this item, a $72 million net tax benefit for other special items and a $10 million tax expense related to non-operating pension expense, the operational tax provision (non-GAAP) for 2024 was $63 million, or 13% of pre-tax earnings before equity earnings. A net income tax provision from continuing operations of $59 million was recorded for 2023 and the reported effective income tax rate was 15%. This includes a tax benefit of $23 million related to the settlement of tax audits and tax expense of $4 million related to internal legal entity restructuring. Excluding these items, a $36 million net tax benefit for other special items and a $13 million tax benefit related to non-operating pension income, the operational tax 41 41 41 Table of Contents Table of Contents provision (non-GAAP) for 2023 was $127 million, or 22% of pre-tax earnings before equity earnings.The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.DESCRIPTION OF BUSINESS SEGMENTSInternational Paper's business segments discussed below are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the forest products industry.INDUSTRIAL PACKAGINGThe majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is approximately 13 million tons annually.Containerboard includes linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. Approximately 75% of our production is converted into corrugated packaging and other packaging by our 168 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable segment.The following tables present net sales and business segment operating profit (loss), which is the Company's measure of segment profitability. Business segment operating profit (loss) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". During 2024, business segment operating profits (losses) used by the chief operating decision maker were adjusted to include accelerated depreciation as part of the measure of business performance. As such, results for the year ended December 31, 2023 have been recast to reflect $422 million for accelerated depreciation related to mill strategic actions in business segment operating profit (losses). For additional information regarding business segment operating profit (loss), including a description of the manner in which business segment operating profit (loss) is calculated, see Note 20 - Financial Information by Business Segment starting on page 95 of Item 8. Financial Statements and Supplementary Data.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. provision (non-GAAP) for 2023 was $127 million, or 22% of pre-tax earnings before equity earnings.The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.DESCRIPTION OF BUSINESS SEGMENTSInternational Paper's business segments discussed below are consistent with the internal structure used to manage these businesses. All segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the forest products industry.INDUSTRIAL PACKAGINGThe majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is approximately 13 million tons annually.Containerboard includes linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. Approximately 75% of our production is converted into corrugated packaging and other packaging by our 168 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other provision (non-GAAP) for 2023 was $127 million, or 22% of pre-tax earnings before equity earnings. The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the income tax provision from continuing operations and rate to exclude the tax effect of net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods. --- ## Modified: RESTRUCTURING LIABILITIES AND COSTS **Key changes:** - Removed sentence: "REVENUE RECOGNITIONGenerally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer." - Removed sentence: "For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced." - Removed sentence: "The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds." - Removed sentence: "The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers"." - Removed sentence: "The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606." **Prior (2024):** For operations to be closed or restructured, a liability and related expense is recorded in the period when operations cease. For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit plan. The accounting for each termination is evaluated individually. See Note 6 for further details. REVENUE RECOGNITIONGenerally, the Company recognizes revenue on a point-in-time basis when the Company transfers control of the goods to the customer. For customized goods where the Company has a legally enforceable right to payment for the goods, the Company recognizes revenue over time, which generally is, as the goods are produced. The Company's revenue is primarily derived from fixed consideration; however, we do have contract terms that give rise to variable consideration, primarily volume rebates, early payment discounts and other customer refunds. The Company estimates its volume rebates at the individual customer level based on the most likely amount method outlined in ASC 606 "Revenue from Contracts with Customers". The Company estimates early payment discounts and other customer refunds based on the historical experience across the Company's portfolio of customers to record reductions in revenue that is consistent with the expected value method outlined in ASC 606. Management has concluded that these methods result in the best estimate of the consideration the Company will be entitled to from its customers.The Company has elected to present all sales taxes on a net basis, account for shipping and handling activities as fulfillment activities, recognize the incremental costs of obtaining a contract as expense when incurred if the amortization period of the asset the Company would recognize is one year or less, and not record interest income or interest expense when the difference in timing of control or transfer and customer payment is one year or less. See Note 3 for further details.TEMPORARY INVESTMENTSTemporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value. See Note 9 for further details.INVENTORIESInventories are valued at the lower of cost or market value and include all costs directly associated with manufacturing products: materials, labor and manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products, are generally determined using the last-in, first-out method. Other inventories are valued using the first-in, first-out or average cost methods. See Note 9 for further details. **Current (2025):** For operations to be closed or restructured, a liability and related expense is recorded in the period when operations cease. For termination costs associated with employees covered by a written or substantive plan, a liability is recorded when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For termination costs associated with employees not covered by a written and broadly communicated policy covering involuntary termination benefits (severance plan), a liability is recorded for costs to terminate employees (one-time termination benefits) when the termination plan has been approved and committed to by management, the employees to be terminated have been identified, the termination plan benefit terms are communicated, the employees identified in the plan have been notified and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The timing and amount of an accrual is dependent upon the type of benefits granted, the timing of communication and other provisions that may be provided in the benefit plan. The accounting for each termination is evaluated individually. See Note 6 for further details. --- ## Modified: CONSOLIDATED STATEMENT OF OPERATIONS **Key changes:** - Reworded sentence: "In millions, except per share amounts, for the years ended December 31202420232022NET SALES$18,619 $18,916 $21,161 COSTS AND EXPENSESCost of products sold 13,376 13,629 15,143 Selling and administrative expenses1,840 1,360 1,293 Depreciation and amortization 1,305 1,432 1,040 Distribution expenses1,475 1,575 1,783 Taxes other than payroll and income taxes147 154 148 Restructuring and other charges, net221 99 89 Net (gains) losses on sales and impairments of businesses - - 76 Net (gains) losses on sales of equity method investments - - 10 Net (gains) losses on sales of fixed assets(58) - - Net (gains) losses on mark to market investments - - (65)Interest expense, net208 231 325 Non-operating pension (income) expense(42)54 (192)EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY EARNINGS (LOSSES)147 382 1,511 Income tax provision (benefit)(415)59 (236)Equity earnings (loss), net of taxes(5)(21)(6)EARNINGS (LOSS) FROM CONTINUING OPERATIONS557 302 1,741 Discontinued operations, net of taxes - (14)(237)NET EARNINGS (LOSS)557 288 1,504 BASIC EARNINGS (LOSS) PER SHAREEarnings (loss) from continuing operations$1.60 $0.87 $4.79 Discontinued operations, net of taxes - (0.04)(0.65)Net earnings (loss)$1.60 $0.83 $4.14 DILUTED EARNINGS (LOSS) PER SHAREEarnings (loss) from continuing operations$1.57 $0.86 $4.74 Discontinued operations, net of taxes - (0.04)(0.64)Net earnings (loss)$1.57 $0.82 $4.10 The accompanying notes are an integral part of these financial statements." **Prior (2024):** In millions, except per share amounts, for the years ended December 31202320222021NET SALES$18,916 $21,161 $19,363 COSTS AND EXPENSESCost of products sold 13,629 15,143 13,832 Selling and administrative expenses1,360 1,293 1,385 Depreciation, amortization and cost of timber harvested1,432 1,040 1,097 Distribution expenses1,575 1,783 1,444 Taxes other than payroll and income taxes154 148 139 Restructuring and other charges, net99 89 509 Net (gains) losses on sales and impairments of businesses - 76 (7)Net (gains) losses on sales of equity method investments - 10 (204)Net (gains) losses on mark to market investments - (65)32 Interest expense, net231 325 337 Non-operating pension (income) expense54 (192)(200)EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY EARNINGS (LOSSES)382 1,511 999 Income tax provision (benefit)59 (236)188 Equity earnings (loss), net of taxes(21)(6)2 EARNINGS (LOSS) FROM CONTINUING OPERATIONS302 1,741 813 Discontinued operations, net of taxes(14)(237)941 NET EARNINGS (LOSS)288 1,504 1,754 Less: Net earnings (loss) attributable to noncontrolling interests - - 2 NET EARNINGS (LOSS) ATTRIBUTABLE TO INTERNATIONAL PAPERCOMPANY$288 $1,504 $1,752 BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERSEarnings (loss) from continuing operations$0.87 $4.79 $2.08 Discontinued operations, net of taxes(0.04)(0.65)2.42 Net earnings (loss)$0.83 $4.14 $4.50 DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERSEarnings (loss) from continuing operations$0.86 $4.74 $2.07 Discontinued operations, net of taxes(0.04)(0.64)2.40 Net earnings (loss)$0.82 $4.10 $4.47 **Current (2025):** In millions, except per share amounts, for the years ended December 31202420232022NET SALES$18,619 $18,916 $21,161 COSTS AND EXPENSESCost of products sold 13,376 13,629 15,143 Selling and administrative expenses1,840 1,360 1,293 Depreciation and amortization 1,305 1,432 1,040 Distribution expenses1,475 1,575 1,783 Taxes other than payroll and income taxes147 154 148 Restructuring and other charges, net221 99 89 Net (gains) losses on sales and impairments of businesses - - 76 Net (gains) losses on sales of equity method investments - - 10 Net (gains) losses on sales of fixed assets(58) - - Net (gains) losses on mark to market investments - - (65)Interest expense, net208 231 325 Non-operating pension (income) expense(42)54 (192)EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EQUITY EARNINGS (LOSSES)147 382 1,511 Income tax provision (benefit)(415)59 (236)Equity earnings (loss), net of taxes(5)(21)(6)EARNINGS (LOSS) FROM CONTINUING OPERATIONS557 302 1,741 Discontinued operations, net of taxes - (14)(237)NET EARNINGS (LOSS)557 288 1,504 BASIC EARNINGS (LOSS) PER SHAREEarnings (loss) from continuing operations$1.60 $0.87 $4.79 Discontinued operations, net of taxes - (0.04)(0.65)Net earnings (loss)$1.60 $0.83 $4.14 DILUTED EARNINGS (LOSS) PER SHAREEarnings (loss) from continuing operations$1.57 $0.86 $4.74 Discontinued operations, net of taxes - (0.04)(0.64)Net earnings (loss)$1.57 $0.82 $4.10 The accompanying notes are an integral part of these financial statements. 58 58 58 Table of Contents Table of Contents --- ## Modified: NOTE 6 RESTRUCTURING AND OTHER CHARGES, NET **Key changes:** - Added sentence: "2024: During 2024, restructuring and other charges, net, totaling $221 million before taxes were recorded." - Added sentence: "The charges included: In millions202480/20 strategic approach (a)$105 Georgetown mill closure costs (b)119 Other restructuring items(3)Total$221 (a) Severance and other costs related to the resource alignment component of our 80/20 strategic approach." - Added sentence: "These severance and other costs include $61 million, $42 million and $2 million in the Corporate, Industrial Packaging and Global Cellulose Fibers segments, respectively." - Added sentence: "The severance charges are recorded in Accrued payroll and benefits and Other Liabilities in the accompanying consolidated balance sheet." - Added sentence: "The majority of these charges will be paid in 2025." **Prior (2024):** 2023: During 2023, restructuring and other charges, net, totaling $99 million before taxes were recorded. The charges included: In millions2023Orange, Texas mill closure costs (a)$81 Pensacola mill and Riegelwood mill pulp machine shutdowns (b)37 Building a Better IP (c)(19)Total$99 (a) Includes $25 million of severance charges, $30 million of inventory impairment charges and $26 million of other costs associated with the closure of our containerboard mill in Orange, Texas. The majority of the severance charges will be paid in 2024. (b) Includes $21 million of severance charges, $12 million of inventory impairment charges and $4 million of other costs associated with the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. The majority of the severance charges will be paid in 2024. (c) Revision of severance estimates related to our Building a Better IP initiative. 2022: During 2022, restructuring and other charges, net, totaling $89 million before taxes were recorded. The charges included: In millions2022Early debt extinguishment costs (see Note 16)$93 Other restructuring items(4)Total$89 2021: During 2021, restructuring and other charges, net, totaling $509 million before taxes were recorded. These charges included: In millions2021Early debt extinguishment costs (see Note 16)$461 Building a Better IP (a)29 EMEA packaging restructuring (b)12 Other restructuring items7 Total$509 (a) Severance related to our Building a Better IP initiative which is focused on value creation through streamlined operations and process optimization. All severance has been paid as of December 31, 2023. (b) Severance related to the optimization of our EMEA Packaging business. All severance has been paid as of December 31, 2023. **Current (2025):** 2024: During 2024, restructuring and other charges, net, totaling $221 million before taxes were recorded. The charges included: In millions202480/20 strategic approach (a)$105 Georgetown mill closure costs (b)119 Other restructuring items(3)Total$221 (a) Severance and other costs related to the resource alignment component of our 80/20 strategic approach. These severance and other costs include $61 million, $42 million and $2 million in the Corporate, Industrial Packaging and Global Cellulose Fibers segments, respectively. The severance charges are recorded in Accrued payroll and benefits and Other Liabilities in the accompanying consolidated balance sheet. The majority of these charges will be paid in 2025. (b) Includes $39 million of severance charges recorded in Accrued payroll and benefits in the accompanying consolidated balance sheet, $34 million of inventory charges recorded in Inventories in the accompanying consolidated balance sheet and $46 million of other costs recorded in Other current liabilities and Other Liabilities in the accompanying consolidated balance sheet, associated with the permanent closure of our Georgetown, South Carolina mill. The majority of the severance charges will be paid in 2025. 2023: During 2023, restructuring and other charges, net, totaling $99 million before taxes were recorded. The charges included: In millions2023Orange, Texas mill closure costs (a)$81 Pensacola mill and Riegelwood mill pulp machine shutdowns (b)37 Building a Better IP (c)(19)Total$99 (a) Includes $25 million of severance charges, $30 million of inventory charges and $26 million of other costs associated with the closure of our containerboard mill in Orange, Texas. The majority of the severance charges were paid in 2024. (b) Includes $21 million of severance charges, $12 million of inventory charges and $4 million of other costs associated with the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills. The majority of the severance charges were paid in 2024. (c) Revision of severance estimates related to our Building a Better IP initiative. 2022: During 2022, restructuring and other charges, net, totaling $89 million before taxes were recorded. These charges included:In millions2022Early debt extinguishment costs (see Note 16)$93 Other restructuring items(4)Total$89 NOTE 7 ACQUISITIONSCOMPLETED BUSINESS COMBINATION OF DS SMITH2024: On April 16, 2024, the Company issued an announcement, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers, disclosing the terms of a recommended offer by the Company to acquire the entire issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales ("DS Smith"), in an all-stock transaction (the "Business Combination"). Costs related to the transaction were $86 million for the year ended December 31, 2024 and were recorded in selling and administrative expenses in the accompanying consolidated statement of operations. On January 24, 2025, the European Commission issued its Phase I clearance of the business combination, conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations.On January 31, 2025, the Company closed on the acquisition of the entire issued and to be issued share capital of DS Smith. Upon closing of the acquisition, IP issued 0.1285 shares for each DS Smith share, resulting in the issuance of 178,126,631 new shares of IP common stock ("New Company Common Stock"). As a result of the share issuance, the holders of the New Company Common Stock own approximately 34.1% of the Company's outstanding share capital. Based on the issuance of 178,126,631 new shares and the closing price of $55.63 on the close of January 31, 2025, the total purchase consideration for the completed acquisition was approximately $9.9 billion. On February 4, 2025, the Company began trading the New Company Common Stock and continues to be listed on the New York Stock Exchange under the symbol "IP" and via a secondary listing on the London Stock Exchange under the symbol "IPC". The headquarters of the combined company is based in Memphis, Tennessee, and the EMEA headquarters has been established at DS Smith's existing main office in London. 2022: During 2022, restructuring and other charges, net, totaling $89 million before taxes were recorded. These charges included: In millions2022Early debt extinguishment costs (see Note 16)$93 Other restructuring items(4)Total$89 --- ## Modified: PLANTS, PROPERTIES AND EQUIPMENT **Key changes:** - Reworded sentence: "In millions at December 3120242023Pulp and packaging facilities$28,249 $28,661 Other properties and equipment1,031 1,050 Gross cost29,280 29,711 Less: Accumulated depreciation19,622 19,561 Plants, properties and equipment, net$9,658 $10,150 Non-cash additions to plants, properties and equipment included within accounts payable were $110 million, $141 million and $185 million at December 31, 2024, 2023 and 2022, respectively." - Reworded sentence: "Depreciation expense was $1.3 billion, $1.4 billion and $996 million for the years ended December 31, 2024, 2023 and 2022." - Reworded sentence: "The accounts payable balance included $115 million and $122 million of supplier finance program liabilities as of December 31, 2024 and 2023, respectively.The following table presents supplier finance program obligations confirmed and paid for the years ended December 31, 2024 and 2023:In millionsConfirmed obligations outstanding at December 31, 2022$122 Invoiced confirmed during the year594Confirmed invoices paid during the year (594)Confirmed obligations outstanding at December 31, 2023122Invoiced confirmed during the year516Confirmed invoices paid during the year(523)Confirmed obligations outstanding at December 31, 2024$115 INTERESTInterest payments of $437 million, $463 million and $380 million were made during the years ended December 31, 2024, 2023 and 2022, respectively.Amounts related to interest were as follows: In millions202420232022Interest expense$430 $421 $403 Interest income 222 190 78 Capitalized interest costs21 22 18 ASSET RETIREMENT OBLIGATIONSAt December 31, 2024 and 2023, we had recorded liabilities of $128 million and $103 million, respectively, related to asset retirement obligations." - Reworded sentence: "of accelerated depreciation related to mill strategic actions and other 80/20 strategic actions." **Prior (2024):** Plants, properties and equipment are stated at cost, less accumulated depreciation. Expenditures for betterments are capitalized, whereas normal repairs and maintenance are expensed as incurred. The units-of-production method of depreciation is used for pulp and paper mills, and the straight-line method is used for other plants and equipment. If a decision is made to abandon plants, properties or equipment before the end of its useful life, depreciation expense is revised to reflect the shortened useful life. See Note 9 for further details. GOODWILL Annual evaluation for possible goodwill impairment is performed as of the beginning of the fourth quarter of each year, with additional interim evaluation performed when management believes that it is more likely than not, that events or circumstances have occurred that would result in the impairment of a reporting unit's goodwill.The Company has the option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then the quantitative goodwill impairment test is not required to be performed. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company is required to perform the quantitative goodwill impairment test. In performing this evaluation, the Company estimates the fair value of its reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. For reporting units whose carrying amount is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. The inputs related to the undiscounted cash flows requires judgments as to whether assets are held and used or held for sale, the weighting of operational alternatives being considered by management and estimates of the amount and timing of expected future cash flows from the use of the long-lived assets generated by their use. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. We estimate fair value using discounted cash flows and other valuation techniques as needed. occurred that would result in the impairment of a reporting unit's goodwill. The Company has the option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then the quantitative goodwill impairment test is not required to be performed. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company is required to perform the quantitative goodwill impairment test. In performing this evaluation, the Company estimates the fair value of its reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. For reporting units whose carrying amount is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. **Current (2025):** Plants, properties and equipment are stated at cost, less accumulated depreciation. Expenditures for betterments are capitalized, whereas normal repairs and maintenance are expensed as incurred. The units-of-production method of depreciation is used for pulp and paper mills, and the straight-line method is used for other plants and equipment. If a decision is made to abandon plants, properties or equipment before the end of its useful life, depreciation expense is revised to reflect the shortened useful life. See Note 8 for further details. GOODWILL Annual evaluation for possible goodwill impairment is performed as of the beginning of the fourth quarter of each year, with additional interim evaluation performed when management believes that it is more likely than not, that events or circumstances have occurred that would result in the impairment of a reporting unit's goodwill. The Company has the option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then the quantitative goodwill impairment test is not required to be performed. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company does not elect the option to perform an initial qualitative assessment, the Company is required to perform the quantitative goodwill impairment test. In performing this evaluation, the Company estimates the fair value of its reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. For reporting units whose carrying amount is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. IMPAIRMENT OF LONG-LIVED ASSETSLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. The inputs related to the undiscounted cash flows requires judgments as to whether assets are held and used or held for sale, the weighting of operational alternatives being considered by management and estimates of the amount and timing of expected future cash flows from the use of the long-lived assets generated by their use. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. We estimate fair value using discounted cash flows and other valuation techniques as needed. Impaired assets are recorded at their estimated fair value. INCOME TAXESInternational Paper uses the asset and liability method of accounting for income taxes whereby deferred income taxes are recorded for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets and liabilities are remeasured to reflect new tax rates in the periods rate changes are enacted. Company does not elect the option to perform an initial qualitative assessment, the Company is required to perform the quantitative goodwill impairment test. In performing this evaluation, the Company estimates the fair value of its reporting unit using a weighted approach based on discounted future cash flows, market multiples and transaction multiples. The determination of fair value using the discounted cash flow approach requires management to make significant estimates and assumptions related to forecasts of future revenues, operating profit margins, and discount rates. The determination of fair value using market multiples and transaction multiples requires management to make significant assumptions related to revenue multiples and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples. For reporting units whose carrying amount is in excess of their estimated fair value, the reporting unit will record an impairment charge by the amount that the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. --- ## Modified: GLOBAL CELLULOSE FIBERS **Key changes:** - Added sentence: "BUSINESS SEGMENT RESULTSThe Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers." - Added sentence: "On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable segment.The following tables present net sales and business segment operating profit (loss), which is the Company's measure of segment profitability." - Added sentence: "Business segment operating profit (loss) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting"." - Added sentence: "During 2024, business segment operating profits (losses) used by the chief operating decision maker were adjusted to include accelerated depreciation as part of the measure of business performance." - Added sentence: "As such, results for the year ended December 31, 2023 have been recast to reflect $422 million for accelerated depreciation related to mill strategic actions in business segment operating profit (losses)." **Prior (2024):** Cellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. **Current (2025):** Cellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable segment.The following tables present net sales and business segment operating profit (loss), which is the Company's measure of segment profitability. Business segment operating profit (loss) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". During 2024, business segment operating profits (losses) used by the chief operating decision maker were adjusted to include accelerated depreciation as part of the measure of business performance. As such, results for the year ended December 31, 2023 have been recast to reflect $422 million for accelerated depreciation related to mill strategic actions in business segment operating profit (losses). For additional information regarding business segment operating profit (loss), including a description of the manner in which business segment operating profit (loss) is calculated, see Note 20 - Financial Information by Business Segment starting on page 95 of Item 8. Financial Statements and Supplementary Data.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. --- ## Modified: DISCONTINUED OPERATIONS **Key changes:** - Reworded sentence: "A discontinued operation may include a component or a group of components of the Company's operations." - Reworded sentence: "The Company recorded discontinued operations for the years ended December 31, 2023 and 2022 in connection with the sale of its equity method investment in Ilim." - Reworded sentence: "Our material equity method investments are described in Note 10." - Reworded sentence: "Management makes certain judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate a decline in value is other than temporary, expectations about operations, as well as industry, financial, regulatory and market factors.BUSINESS COMBINATIONSThe Company allocates the total consideration of the assets acquired and liabilities assumed based on their estimated fair value as of the business combination date." **Prior (2024):** The accompanying notes are an integral part of these financial statements. 55 55 55 Table of Contents Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIESNATURE OF BUSINESSInternational Paper (the "Company") is a global producer of renewable fiber-based packaging and pulp products with primary markets and manufacturing operations in North America and Europe and additional markets and manufacturing operations in Latin America, North Africa and Asia. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to available industry capacity and general economic conditions.FINANCIAL STATEMENTSThese consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States that require the use of management's estimates. Actual results could differ from management's estimates. Certain amounts from prior year have been reclassified to conform with the current year financial statement presentation.Printing Papers Spin-offOn October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded company, Sylvamo Corporation ("Sylvamo"). The transaction was implemented through the distribution of shares of the standalone company to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".In addition to the spin-off of Sylvamo, the Company completed the sale of its Kwidzyn, Poland mill on August 6, 2021. All historical operating results of the Sylvamo businesses and Kwidzyn mill have been presented as Discontinued Operations, net of tax, in the consolidated statement of operations. See Note 8 for further details regarding the Sylvamo spin-off and discontinued operations.DISCONTINUED OPERATIONSA discontinued operation may include a component or a group of components of the Company's operations. A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet. CONSOLIDATIONThe consolidated financial statements include the accounts of International Paper and subsidiaries for which we have a controlling financial interest, including variable interest entities for which we are the primary beneficiary. All significant intercompany balances and transactions are eliminated.EQUITY METHOD INVESTMENTSThe equity method of accounting is applied for investments when the Company has significant influence over the investee's operations, or when the investee is structured with separate capital accounts. Our material equity method investments are described in Note 11. OTHER-THAN-TEMPORARY IMPAIRMENTThe Company evaluates our equity method investments for other-than-temporary impairment ("OTTI") when circumstances indicate the investment may be impaired. When a decline in fair value is deemed to be an OTTI, an impairment is recognized to the extent that the fair value is less than the carrying value of the investment. We consider various factors in determining whether a loss in value of an investment is other than temporary including: the length of time and the extent to which the fair value has been below cost, the financial condition of the investee, and our intent and ability to retain the investment for a period of time sufficient to allow for recovery of value. Management makes certain judgments and estimates in its assessment including but not limited to: identifying if circumstances indicate NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTE 1 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIESNATURE OF BUSINESSInternational Paper (the "Company") is a global producer of renewable fiber-based packaging and pulp products with primary markets and manufacturing operations in North America and Europe and additional markets and manufacturing operations in Latin America, North Africa and Asia. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to available industry capacity and general economic conditions.FINANCIAL STATEMENTSThese consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States that require the use of management's estimates. Actual results could differ from management's estimates. Certain amounts from prior year have been reclassified to conform with the current year financial statement presentation.Printing Papers Spin-offOn October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded company, Sylvamo Corporation ("Sylvamo"). The transaction was implemented through the distribution of shares of the standalone company to International Paper's shareholders (the "Distribution"). As a result of the Distribution, Sylvamo is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".In addition to the spin-off of Sylvamo, the Company completed the sale of its Kwidzyn, Poland mill on August 6, 2021. All historical operating results of the Sylvamo businesses and Kwidzyn mill have been presented as Discontinued Operations, net of tax, in the consolidated statement of operations. See Note 8 for further details regarding the Sylvamo spin-off and discontinued operations.DISCONTINUED OPERATIONSA discontinued operation may include a component or a group of components of the Company's operations. A disposal of a component or a group of components is reported in discontinued operations if the disposal **Current (2025):** On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable industry segment. This transaction is discussed further in Note 10 - Equity Method Investments on page 75 of Item 8. Financial Statements and Supplementary Data for further discussion. Discontinued operations include the equity earnings of the prior Ilim joint venture. Discontinued operations also includes after-tax losses of $126 million in 2023 for impairment and transaction costs related to our former equity method investment in the Ilim joint venture. --- ## Modified: TEMPORARY INVESTMENTS **Key changes:** - Reworded sentence: "Temporary investments totaled $990 million and $950 million at December 31, 2024 and 2023, respectively." **Prior (2024):** Temporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value. See Note 9 for further details. **Current (2025):** Temporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notice are treated as cash equivalents and are stated at cost, which approximates market value. See Note 8 for further details. --- ## Modified: INDUSTRIAL PACKAGING **Key changes:** - Reworded sentence: "Demand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products." **Prior (2024):** Industrial Packaging net sales for 2023 decreased 11% to $15.6 billion compared with $17.5 billion in 2022. Operating profits in 2023 were 27% lower than in 2022. Comparing 2023 with 2022, benefits from lower input costs ($856 million) and maintenance outage costs ($21 million) were more than offset by lower average sales price and an unfavorable mix ($363 million), lower sales volumes ($177 million) and higher operating costs ($813 million). North American Industrial PackagingIn millions20232022Net Sales (a)$14,293 $16,011 Operating Profit (Loss)$1,186 $1,753 (a) Includes intra-segment sales of $95 million for 2023 and $132 million for 2022.North American Industrial Packaging's average sales margins were lower, reflecting lower prices for both containerboard and corrugated boxes and an unfavorable geographic mix. Sales volumes decreased in 2023 compared with 2022 for corrugated boxes across our segments, reflecting a soft demand environment as consumer spending focused on non-discretionary goods and services and retailers and manufacturers pulled down inventory levels. Containerboard sales volumes also decreased. Total maintenance and economic downtime was about 725,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Operating and distribution costs increased, primarily due to inflation on materials and services and increased economic downtime. Planned maintenance downtime costs were lower in 2023 than in 2022. Input costs were significantly lower, driven by lower recovered fiber, energy and wood costs.Looking ahead to the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes for corrugated boxes and containerboard are expected to be seasonally lower. Average sales margins are expected to be stable. Operating costs are expected to increase. Planned maintenance downtime costs are expected to be higher. Input costs are expected to be higher, primarily for recovered fiber. EMEA Industrial Packaging In millions20232022Net Sales$1,398 $1,572 Operating Profit (Loss)$80 $(11)EMEA Industrial Packaging's average sales margins were lower reflecting lower average sales prices for containerboard and an unfavorable product mix partially offset by higher average sales prices for corrugated boxes. Sales volumes in 2023 were lower than in 2022 driven by soft demand. Operating costs in 2023 were higher driven by inflation on materials and services. Planned maintenance outage costs were lower in 2023 compared with 2022. Input costs were significantly lower in 2023, driven by energy and recovered fiber costs. outage costs ($21 million) were more than offset by lower average sales price and an unfavorable mix ($363 million), lower sales volumes ($177 million) and higher operating costs ($813 million). **Current (2025):** The majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is approximately 13 million tons annually. Containerboard includes linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. Approximately 75% of our production is converted into corrugated packaging and other packaging by our 168 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. --- ## Modified: INDUSTRIAL PACKAGING **Key changes:** - Reworded sentence: "production capacity is approximately 13 million tons annually." - Reworded sentence: "In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal." **Prior (2024):** The majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is over 13 million tons annually. 35 35 35 Table of Contents Table of Contents Our products include linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. About 80% of our production is converted into corrugated packaging and other packaging by our 173 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include a recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe following tables present net sales and operating profit (loss) which is the Company's measure of segment profitability.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. Industrial Packaging In millions20232022Net Sales$15,596 $17,451 Operating Profit (Loss)$1,266 $1,742 Industrial Packaging net sales for 2023 decreased 11% to $15.6 billion compared with $17.5 billion in 2022. Operating profits in 2023 were 27% lower than in 2022. Comparing 2023 with 2022, benefits from lower input costs ($856 million) and maintenance outage costs ($21 million) were more than offset by lower average sales price and an unfavorable mix ($363 million), lower sales volumes ($177 million) and higher operating costs ($813 million). North American Industrial PackagingIn millions20232022Net Sales (a)$14,293 $16,011 Operating Profit (Loss)$1,186 $1,753 (a) Includes intra-segment sales of $95 million for 2023 and $132 million for 2022.North American Industrial Packaging's average sales margins were lower, reflecting lower prices for both containerboard and corrugated boxes and an unfavorable geographic mix. Sales volumes decreased in 2023 compared with 2022 for corrugated boxes across our segments, reflecting a soft demand environment as consumer spending focused on non-discretionary goods and services and retailers and manufacturers pulled down inventory levels. Containerboard sales volumes also decreased. Total maintenance and economic downtime was about 725,000 short tons higher in 2023 compared with 2022, primarily due to economic downtime. Operating and distribution costs increased, primarily due to inflation on materials and services and increased economic downtime. Planned maintenance downtime costs were lower in 2023 than in 2022. Input costs were significantly lower, driven by lower recovered fiber, energy and wood costs.Looking ahead to the first quarter of 2024, compared with the fourth quarter of 2023, sales volumes for corrugated boxes and containerboard are expected to be seasonally lower. Average sales margins are expected to be stable. Operating costs are expected to increase. Planned maintenance downtime costs are expected to be higher. Input costs are expected to be higher, primarily for recovered fiber. EMEA Industrial Packaging In millions20232022Net Sales$1,398 $1,572 Operating Profit (Loss)$80 $(11)EMEA Industrial Packaging's average sales margins were lower reflecting lower average sales prices for containerboard and an unfavorable product mix partially offset by higher average sales prices for corrugated boxes. Sales volumes in 2023 were lower than in 2022 driven by soft demand. Operating costs in 2023 were higher driven by inflation on materials and services. Planned maintenance outage costs were lower in 2023 compared with 2022. Input costs were significantly lower in 2023, driven by energy and recovered fiber costs. Our products include linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. About 80% of our production is converted into corrugated packaging and other packaging by our 173 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include a recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. GLOBAL CELLULOSE FIBERSCellulose fibers are a sustainable, renewable raw material used in a variety of products people depend on every day. We create safe, quality pulp for a wide range of applications like diapers, towel and tissue products, feminine care, incontinence and other personal care products that promote health and wellness. In addition, our innovative specialty pulps serve as a sustainable raw material used in textiles, construction materials, paints, coatings and more. Our products are made in the United States and Canada and sold around the world. International Paper facilities have annual dried pulp capacity of about 3 million metric tons. BUSINESS SEGMENT RESULTSThe following tables present net sales and operating profit (loss) which is the Company's measure of segment profitability.INDUSTRIAL PACKAGINGDemand for Industrial Packaging products is closely correlated with non-durable industrial goods production, as well as with demand for e-commerce, processed foods, poultry, meat and agricultural products. In addition to prices and volumes, major factors affecting the profitability of Industrial Packaging are raw material and energy costs, freight costs, mill outage costs, manufacturing efficiency and product mix. Industrial Packaging In millions20232022Net Sales$15,596 $17,451 Operating Profit (Loss)$1,266 $1,742 Industrial Packaging net sales for 2023 decreased 11% to $15.6 billion compared with $17.5 billion in 2022. Operating profits in 2023 were 27% lower than in 2022. Comparing 2023 with 2022, benefits from lower input costs ($856 million) and maintenance Our products include linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. About 80% of our production is converted into corrugated packaging and other packaging by our 173 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include a recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. **Current (2025):** The majority of our business is focused on creating fiber-based packaging that protects and promotes goods, enables worldwide commerce and helps keep consumers safe. We meet our customers' most challenging sales, shipping, storage and display requirements with sustainable solutions. Our U.S. production capacity is approximately 13 million tons annually. Containerboard includes linerboard, medium, whitetop, recycled linerboard, recycled medium and saturating kraft. Approximately 75% of our production is converted into corrugated packaging and other packaging by our 168 North American corrugated packaging plants. Additionally, we recycle approximately one million tons of OCC and mixed and white paper through our 16 U.S. recycling plants. Our corrugated packaging plants are supported by regional design centers, which offer total packaging solutions and supply chain initiatives. In EMEA, our operations include one recycled fiber containerboard mill in Morocco and one in Spain and 23 corrugated packaging plants in France, Italy, Spain, Morocco and Portugal. --- ## Modified: Critical Audit Matters **Key changes:** - Reworded sentence: "The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Audit and Finance Committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments." **Prior (2024):** The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. **Current (2025):** The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the Audit and Finance Committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. --- ## Modified: CONTINGENT LIABILITIES **Key changes:** - Reworded sentence: "The Company estimated the probable liability associated with environmental matters to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and 2023, respectively." - Reworded sentence: "The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, net of estimated insurance recoveries, as of December 31, 2024 and 2023, respectively." **Prior (2024):** Accruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The Company estimated the probable liability associated with environmental matters to be approximately $251 million and $243 million in the aggregate as of December 31, 2023 and 2022, respectively. Liabilities for asbestos-related matters require reviews of recent and historical claims data. The Company's total recorded liability with respect to pending and future asbestos-related claims was $97 million and $105 million, net of estimated insurance recoveries, as of December 31, 2023 and 2022, respectively. The Company utilizes its in-house legal counsel and environmental experts to develop estimates of its legal, environmental and asbestos obligations, supplemented as needed by third-party specialists to analyze its most complex contingent liabilities.IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILLLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. An impairment of a long-lived asset exists when the asset's carrying amount exceeds its fair value.We perform an annual goodwill impairment as of October 1. Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value. The North America Industrial Packaging reporting unit is the Company's only reporting unit with goodwill. As of October 1, 2023, we performed our annual goodwill impairment test for this reporting unit through a quantitative goodwill impairment test. For the 2023 quantitative assessment, the estimated fair value of asbestos-related claims was $97 million and $105 million, net of estimated insurance recoveries, as of December 31, 2023 and 2022, respectively. The Company utilizes its in-house legal counsel and environmental experts to develop estimates of its legal, environmental and asbestos obligations, supplemented as needed by third-party specialists to analyze its most complex contingent liabilities. **Current (2025):** Accruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The Company estimated the probable liability associated with environmental matters to be approximately $279 million and $251 million in the aggregate as of December 31, 2024 and 2023, respectively. Liabilities for asbestos-related matters require reviews of recent and historical claims data. The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, net of estimated insurance recoveries, as of December 31, 2024 and 2023, respectively. The Company utilizes its in-house legal counsel and environmental experts to develop estimates of its legal, environmental and asbestos obligations, supplemented as needed by third-party specialists to analyze its most complex contingent liabilities. --- ## Modified: CONSOLIDATED STATEMENT OF CASH FLOWS **Key changes:** - Reworded sentence: "In millions for the years ended December 31202420232022OPERATING ACTIVITIESNet earnings (loss) $557 $288 $1,504 Depreciation and amortization1,305 1,432 1,040 Deferred income tax provision (benefit), net(473)(156)(773)Restructuring and other charges, net221 99 89 Periodic pension (income) expense, net1 94 (116)Net (gains) losses on mark to market investments - - (65)Net (gains) losses on sales and impairments of businesses - - 76 Net (gains) losses on sales and impairments of equity method investments - 153 543 Net (gains) losses on sales of fixed assets(58) - - Equity method dividends received - 13 204 Equity (earnings) losses, net 5 (108)(291)Other, net130 20 108 Changes in operating assets and liabilitiesAccounts and notes receivable59 255 (59)Contract assets36 48 (103)Inventories12 73 (162)Accounts payable and other liabilities(140)(402)110 Interest payable16 (19)41 Other7 43 28 CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES1,678 1,833 2,174 INVESTMENT ACTIVITIESInvested in capital projects(921)(1,141)(931)Proceeds from sales of equity method investments, net of transaction costs - 472 - Proceeds from exchange of equity securities - - 311 Proceeds from insurance recoveries25 - - Proceeds from sale of fixed assets91 4 13 Other(3)(3)(1)CASH PROVIDED BY (USED FOR) INVESTMENT ACTIVITIES(808)(668)(608)FINANCING ACTIVITIESRepurchases of common stock and payments of restricted stock tax withholding(23)(218)(1,284)Issuance of debt102 783 1,011 Reduction of debt(141)(780)(1,017)Change in book overdrafts(69)(8)1 Dividends paid(643)(642)(673)Net debt tender premiums paid - - (89)Other(1)(1)(3)CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES(775)(866)(2,054)Effect of Exchange Rate Changes on Cash(38)10 (3)Change in Cash and Temporary Investments57 309 (491)Cash and Temporary InvestmentsBeginning of the period1,113 804 1,295 End of the period$1,170 $1,113 $804 The accompanying notes are an integral part of these financial statements." **Prior (2024):** In millions for the years ended December 31202320222021OPERATING ACTIVITIESNet earnings (loss) $288 $1,504 $1,754 Depreciation, amortization, and cost of timber harvested1,432 1,040 1,210 Deferred income tax provision (benefit), net(156)(773)(291)Restructuring and other charges, net99 89 509 Periodic pension (income) expense, net94 (116)(112)Net (gains) losses on mark to market investments - (65)32 Net (gains) losses on sales and impairments of businesses - 76 (358)Net (gains) losses on sales and impairments of equity method investments153 543 (205)Net (gains) losses on sales of fixed assets - - (86)Equity method dividends received13 204 159 Equity (earnings) losses, net (108)(291)(313)Other, net20 108 157 Changes in current assets and liabilitiesAccounts and notes receivable255 (59)(596)Contract assets48 (103)(49)Inventories73 (162)(263)Accounts payable and accrued liabilities(402)110 519 Interest payable(19)41 (32)Other43 28 (5)CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES1,833 2,174 2,030 INVESTMENT ACTIVITIESInvested in capital projects, net of insurance recoveries(1,141)(931)(549)Acquisitions, net of cash acquired - - (80)Proceeds from sales of equity method investments, net of transaction costs472 - 908 Proceeds from sales of businesses, net of cash divested - - 827 Proceeds from exchange of equity securities - 311 - Proceeds from settlement of Variable Interest Entities - - 4,850 Proceeds from sale of fixed assets4 13 101 Other(3)(1)(3)CASH PROVIDED BY (USED FOR) INVESTMENT ACTIVITIES(668)(608)6,054 FINANCING ACTIVITIESRepurchases of common stock and payments of restricted stock tax withholding(218)(1,284)(839)Issuance of debt783 1,011 1,512 Reduction of debt(780)(1,017)(2,509)Change in book overdrafts(8)1 65 Dividends paid(642)(673)(780)Reduction of Variable Interest Entity loans - - (4,220)Distribution to Sylvamo Corporation - - (130)Net debt tender premiums paid - (89)(456)Other(1)(3)(18)CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES(866)(2,054)(7,375)Effect of Exchange Rate Changes on Cash10 (3)(9)Change in Cash and Temporary Investments309 (491)700 Cash and Temporary InvestmentsBeginning of the period804 1,295 595 End of the period$1,113 $804 $1,295 The accompanying notes are an integral part of these financial statements. 54 54 54 Table of Contents Table of Contents **Current (2025):** In millions for the years ended December 31202420232022OPERATING ACTIVITIESNet earnings (loss) $557 $288 $1,504 Depreciation and amortization1,305 1,432 1,040 Deferred income tax provision (benefit), net(473)(156)(773)Restructuring and other charges, net221 99 89 Periodic pension (income) expense, net1 94 (116)Net (gains) losses on mark to market investments - - (65)Net (gains) losses on sales and impairments of businesses - - 76 Net (gains) losses on sales and impairments of equity method investments - 153 543 Net (gains) losses on sales of fixed assets(58) - - Equity method dividends received - 13 204 Equity (earnings) losses, net 5 (108)(291)Other, net130 20 108 Changes in operating assets and liabilitiesAccounts and notes receivable59 255 (59)Contract assets36 48 (103)Inventories12 73 (162)Accounts payable and other liabilities(140)(402)110 Interest payable16 (19)41 Other7 43 28 CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES1,678 1,833 2,174 INVESTMENT ACTIVITIESInvested in capital projects(921)(1,141)(931)Proceeds from sales of equity method investments, net of transaction costs - 472 - Proceeds from exchange of equity securities - - 311 Proceeds from insurance recoveries25 - - Proceeds from sale of fixed assets91 4 13 Other(3)(3)(1)CASH PROVIDED BY (USED FOR) INVESTMENT ACTIVITIES(808)(668)(608)FINANCING ACTIVITIESRepurchases of common stock and payments of restricted stock tax withholding(23)(218)(1,284)Issuance of debt102 783 1,011 Reduction of debt(141)(780)(1,017)Change in book overdrafts(69)(8)1 Dividends paid(643)(642)(673)Net debt tender premiums paid - - (89)Other(1)(1)(3)CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES(775)(866)(2,054)Effect of Exchange Rate Changes on Cash(38)10 (3)Change in Cash and Temporary Investments57 309 (491)Cash and Temporary InvestmentsBeginning of the period1,113 804 1,295 End of the period$1,170 $1,113 $804 The accompanying notes are an integral part of these financial statements. 61 61 61 Table of Contents Table of Contents --- ## Modified: Asbestos-Related Matters **Key changes:** - Reworded sentence: "The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, both net of insurance recoveries as of 81 81 81 Table of Contents Table of Contents December 31, 2024 and December 31, 2023, respectively." - Reworded sentence: "In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy") and, prior to completion of the business combination certain subsidiaries of DS Smith operating in Italy ("DS Smith Italy"), improperly coordinated the production and sale of corrugated sheets and boxes." - Reworded sentence: "We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings, but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found." - Reworded sentence: "In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy") and, prior to completion of the business combination certain subsidiaries of DS Smith operating in Italy ("DS Smith Italy"), improperly coordinated the production and sale of corrugated sheets and boxes." - Reworded sentence: "We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings, but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found." **Prior (2024):** We have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. The Company's total recorded liability with respect to pending and future asbestos-related claims was $97 million, net of 77 77 77 Table of Contents Table of Contents estimated insurance recoveries and $105 million, net of insurance recoveries as of December 31, 2023 and December 31, 2022, respectively. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not believe additional material losses are probable.AntitrustIn March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy"), improperly coordinated the production and sale of corrugated sheets and boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31 million at the then-current exchange rates) which was recorded in the third quarter of 2019. We appealed the ICA decision, and our appeal was denied in May 2021. We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found. We have further appealed the Council of State decision to uphold the ICA's findings. The Company and other producers also have been named in lawsuits, and we have received other claims, by a number of customers in Italy for damages associated with the alleged anticompetitive conduct. We do not believe material losses arising from such private lawsuits and claims are probable.GeneralThe Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, some of which allege substantial monetary damages. See Note 13 - Income Taxes for details regarding a tax matter. Assessments of lawsuits and claims can involve a series of complex judgments about future events, can rely heavily on estimates and assumptions, and are otherwise subject to significant uncertainties. As a result, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. The Company believes that loss contingencies arising from pending matters including the matters described herein, will not have a material effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending or threatened legal matters, some of which are beyond the Company's control, and the large or indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be material to the Company's results of operations or cash flows in any particular reporting period.Taxes Other Than Payroll and Income TaxesIn 2017, the Brazilian Federal Supreme Court decided that the state value-added tax (VAT) should not be included in the basis of federal VAT calculations. In 2018 and 2019, the Brazilian tax authorities published both an internal consultation and a normative ruling with a narrow interpretation of the effects of the case. Based upon the best information available to us at that time, we determined an estimated refund was probable of being realized. As of March 31, 2021, we had recognized a receivable of $11 million based upon the authority's narrow interpretation. On May 13, 2021, the Brazilian Federal Supreme Court ruled again on the case. This ruling provides a much broader definition of the state VAT, which increased the exclusion amount from the Federal VAT calculations. Therefore, we recognized an additional receivable of $70 million during the three months ended June 30, 2021, which brought the total receivable to $81 million as of June 30, 2021. The $70 million of income recognized during the second quarter of 2021 included income of $42 million and income of $28 million of net interest expense and is recorded in Discontinued Operations, net of taxes, in the accompanying consolidated statement of operations. A portion of this receivable has been consumed by offsetting various taxes payable leaving a remaining receivable of $48 million. This remaining receivable was conveyed to Sylvamo on October 1, 2021, as part of our spin-off transaction.NOTE 15 VARIABLE INTEREST ENTITIES In connection with the acquisition of Temple-Inland in February 2012, two special purpose entities became wholly-owned subsidiaries of International Paper. The use of the two wholly-owned special purpose entities discussed below preserved the tax deferral that resulted from the 2007 Temple-Inland timberlands sales. As of December 31, 2023, this deferred tax liability was $485 million, which will be settled with the maturity of the notes in 2027.In October 2007, Temple-Inland sold 1.55 million acres of timberland for $2.4 billion. The total estimated insurance recoveries and $105 million, net of insurance recoveries as of December 31, 2023 and December 31, 2022, respectively. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not believe additional material losses are probable.AntitrustIn March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy"), improperly coordinated the production and sale of corrugated sheets and boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31 million at the then-current exchange rates) which was recorded in the third quarter of 2019. We appealed the ICA decision, and our appeal was denied in May 2021. We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found. We have further appealed the Council of State decision to uphold the ICA's findings. The Company and other producers also have been named in lawsuits, and we have received other claims, by a number of customers in Italy for damages associated with the alleged anticompetitive conduct. We do not believe material losses arising from such private lawsuits and claims are probable.GeneralThe Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, some of which allege substantial monetary damages. See Note 13 - Income Taxes for details regarding a tax matter. Assessments of lawsuits and claims can involve a series of complex judgments about future events, can rely heavily on estimates and assumptions, and are otherwise subject to significant uncertainties. As a result, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. The Company believes that loss contingencies arising from pending matters including the matters described herein, will not have a material effect on the estimated insurance recoveries and $105 million, net of insurance recoveries as of December 31, 2023 and December 31, 2022, respectively. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not believe additional material losses are probable. Antitrust In March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy"), improperly coordinated the production and sale of corrugated sheets and boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31 million at the then-current exchange rates) which was recorded in the third quarter of 2019. We appealed the ICA decision, and our appeal was denied in May 2021. We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found. We have further appealed the Council of State decision to uphold the ICA's findings. The Company and other producers also have been named in lawsuits, and we have received other claims, by a number of customers in Italy for damages associated with the alleged anticompetitive conduct. We do not believe material losses arising from such private lawsuits and claims are probable. General The Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, some of which allege substantial monetary damages. See Note 13 - Income Taxes for details regarding a tax matter. Assessments of lawsuits and claims can involve a series of complex judgments about future events, can rely heavily on estimates and assumptions, and are otherwise subject to significant uncertainties. As a result, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. The Company believes that loss contingencies arising from pending matters including the matters described herein, will not have a material effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending or threatened legal matters, some of which are beyond the Company's control, and the large or indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be material to the Company's results of operations or cash flows in any particular reporting period.Taxes Other Than Payroll and Income TaxesIn 2017, the Brazilian Federal Supreme Court decided that the state value-added tax (VAT) should not be included in the basis of federal VAT calculations. In 2018 and 2019, the Brazilian tax authorities published both an internal consultation and a normative ruling with a narrow interpretation of the effects of the case. Based upon the best information available to us at that time, we determined an estimated refund was probable of being realized. As of March 31, 2021, we had recognized a receivable of $11 million based upon the authority's narrow interpretation. On May 13, 2021, the Brazilian Federal Supreme Court ruled again on the case. This ruling provides a much broader definition of the state VAT, which increased the exclusion amount from the Federal VAT calculations. Therefore, we recognized an additional receivable of $70 million during the three months ended June 30, 2021, which brought the total receivable to $81 million as of June 30, 2021. The $70 million of income recognized during the second quarter of 2021 included income of $42 million and income of $28 million of net interest expense and is recorded in Discontinued Operations, net of taxes, in the accompanying consolidated statement of operations. A portion of this receivable has been consumed by offsetting various taxes payable leaving a remaining receivable of $48 million. This remaining receivable was conveyed to Sylvamo on October 1, 2021, as part of our spin-off transaction.NOTE 15 VARIABLE INTEREST ENTITIES In connection with the acquisition of Temple-Inland in February 2012, two special purpose entities became wholly-owned subsidiaries of International Paper. The use of the two wholly-owned special purpose entities discussed below preserved the tax deferral that resulted from the 2007 Temple-Inland timberlands sales. As of December 31, 2023, this deferred tax liability was $485 million, which will be settled with the maturity of the notes in 2027.In October 2007, Temple-Inland sold 1.55 million acres of timberland for $2.4 billion. The total consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending or threatened legal matters, some of which are beyond the Company's control, and the large or indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be material to the Company's results of operations or cash flows in any particular reporting period. **Current (2025):** We have been named as a defendant in various asbestos-related personal injury litigation, in both state and federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company. The Company's total recorded liability with respect to pending and future asbestos-related claims was $100 million and $97 million, both net of insurance recoveries as of 81 81 81 Table of Contents Table of Contents December 31, 2024 and December 31, 2023, respectively. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not believe additional material losses are probable.AntitrustIn March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy") and, prior to completion of the business combination certain subsidiaries of DS Smith operating in Italy ("DS Smith Italy"), improperly coordinated the production and sale of corrugated sheets and boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31 million at the then-current exchange rates) for participation in the boxes coordination, which was recorded in the third quarter of 2019. We appealed the ICA decision, and our appeal was denied in May 2021. We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings, but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found. Given the failure of the Council of State to address certain arguments brought by IP, we further appealed the Council of State decision to uphold the ICA's findings. In March 2024, the Council of State published its decision holding that its earlier decision should be interpreted as accepting many of IP Italy's earlier arguments and that the ICA should reduce IP Italy's fine accordingly. Notwithstanding these decisions by the Council of State, in March 2024 the ICA served IP Italy with its redetermination decision leaving IP Italy's fine unchanged. IP appealed the ICA's redetermination decision as inconsistent with the Council of State's 2024 and 2023 decision. In July 2024, the Council of State partially annulled the ICA redetermination decision, reducing IP Italy's fine by $6 million (€6 million). As of December 31, 2024, after giving effect to this development, the Company did not have any remaining liability related to IP Italy's fine. IP Italy has further appealed the Council of State's July 2024 decision seeking further reduction. DS Smith Italy was also subject to the ICA decision but not fined, given its position as leniency applicant. IP Italy, DS Smith Italy, and other producers also have been named in lawsuits, and we have received other claims, by a number of customers for damages associated with the alleged anticompetitive conduct. Given the early stages of these claims and the intention of the Company to defend robustly against such claims, it is too early to predict with any real degree of certainty, the precise overall outcome and ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages against IP Italy and DS Smith Italy could not, together, have a material impact on the Company's financial condition.GUARANTEESIn connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction.Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly owned subsidiary of the Company until the October 1, 2021 spin-off of the Printing Papers business, after which it became a subsidiary of Sylvamo Corporation ("Sylvamo"). Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $95 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $235 million (adjusted for variation in currency exchange rates). Accordingly, the assessments currently total approximately $330 million (adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil appealed these decisions. On October 11, 2024, the federal regional court issued a ruling favorable to Sylvamo Brazil in the first stage of judicial review on the assessments for tax years 2007 and 2008-2012, comprising approximately $210 million of the total $330 million as of December 31, 2024. On December 18, 2024, the Brazilian Federal Revenue Service appealed this ruling. This tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo December 31, 2024 and December 31, 2023, respectively. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not believe additional material losses are probable.AntitrustIn March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy") and, prior to completion of the business combination certain subsidiaries of DS Smith operating in Italy ("DS Smith Italy"), improperly coordinated the production and sale of corrugated sheets and boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31 million at the then-current exchange rates) for participation in the boxes coordination, which was recorded in the third quarter of 2019. We appealed the ICA decision, and our appeal was denied in May 2021. We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings, but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found. Given the failure of the Council of State to address certain arguments brought by IP, we further appealed the Council of State decision to uphold the ICA's findings. In March 2024, the Council of State published its decision holding that its earlier decision should be interpreted as accepting many of IP Italy's earlier arguments and that the ICA should reduce IP Italy's fine accordingly. Notwithstanding these decisions by the Council of State, in March 2024 the ICA served IP Italy with its redetermination decision leaving IP Italy's fine unchanged. IP appealed the ICA's redetermination decision as inconsistent with the Council of State's 2024 and 2023 decision. In July 2024, the Council of State partially annulled the ICA redetermination decision, reducing IP Italy's fine by $6 million (€6 million). As of December 31, 2024, after giving effect to this development, the Company did not have any remaining liability related to IP Italy's fine. IP Italy has further appealed the Council of State's July 2024 decision seeking further reduction. DS Smith Italy was also subject to the ICA decision but not fined, given its position as leniency applicant. IP Italy, DS Smith Italy, and other producers also have been named in lawsuits, and we have received other claims, by a number of customers for damages December 31, 2024 and December 31, 2023, respectively. While it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not believe additional material losses are probable. Antitrust In March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging industry to determine whether producers of corrugated sheets and boxes violated the applicable European competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30 producers, including our Italian packaging subsidiary ("IP Italy") and, prior to completion of the business combination certain subsidiaries of DS Smith operating in Italy ("DS Smith Italy"), improperly coordinated the production and sale of corrugated sheets and boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31 million at the then-current exchange rates) for participation in the boxes coordination, which was recorded in the third quarter of 2019. We appealed the ICA decision, and our appeal was denied in May 2021. We further appealed the decision to the Italian Council of State ("Council of State"), and in March 2023 the Council of State largely upheld the ICA's findings, but referred the calculation of IP Italy's fine back to the ICA, finding that it was disproportionately high based on the conduct found. Given the failure of the Council of State to address certain arguments brought by IP, we further appealed the Council of State decision to uphold the ICA's findings. In March 2024, the Council of State published its decision holding that its earlier decision should be interpreted as accepting many of IP Italy's earlier arguments and that the ICA should reduce IP Italy's fine accordingly. Notwithstanding these decisions by the Council of State, in March 2024 the ICA served IP Italy with its redetermination decision leaving IP Italy's fine unchanged. IP appealed the ICA's redetermination decision as inconsistent with the Council of State's 2024 and 2023 decision. In July 2024, the Council of State partially annulled the ICA redetermination decision, reducing IP Italy's fine by $6 million (€6 million). As of December 31, 2024, after giving effect to this development, the Company did not have any remaining liability related to IP Italy's fine. IP Italy has further appealed the Council of State's July 2024 decision seeking further reduction. DS Smith Italy was also subject to the ICA decision but not fined, given its position as leniency applicant. IP Italy, DS Smith Italy, and other producers also have been named in lawsuits, and we have received other claims, by a number of customers for damages associated with the alleged anticompetitive conduct. Given the early stages of these claims and the intention of the Company to defend robustly against such claims, it is too early to predict with any real degree of certainty, the precise overall outcome and ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages against IP Italy and DS Smith Italy could not, together, have a material impact on the Company's financial condition.GUARANTEESIn connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction.Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly owned subsidiary of the Company until the October 1, 2021 spin-off of the Printing Papers business, after which it became a subsidiary of Sylvamo Corporation ("Sylvamo"). Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $95 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $235 million (adjusted for variation in currency exchange rates). Accordingly, the assessments currently total approximately $330 million (adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil appealed these decisions. On October 11, 2024, the federal regional court issued a ruling favorable to Sylvamo Brazil in the first stage of judicial review on the assessments for tax years 2007 and 2008-2012, comprising approximately $210 million of the total $330 million as of December 31, 2024. On December 18, 2024, the Brazilian Federal Revenue Service appealed this ruling. This tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo associated with the alleged anticompetitive conduct. Given the early stages of these claims and the intention of the Company to defend robustly against such claims, it is too early to predict with any real degree of certainty, the precise overall outcome and ultimate potential liability (if any) that might be incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages against IP Italy and DS Smith Italy could not, together, have a material impact on the Company's financial condition. GUARANTEES In connection with sales of businesses, property, equipment, forestlands and other assets, International Paper commonly makes representations and warranties relating to such businesses or assets, and may agree to indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued liabilities are recorded at the time of sale as a cost of the transaction. Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly owned subsidiary of the Company until the October 1, 2021 spin-off of the Printing Papers business, after which it became a subsidiary of Sylvamo Corporation ("Sylvamo"). Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $95 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $235 million (adjusted for variation in currency exchange rates). Accordingly, the assessments currently total approximately $330 million (adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. Sylvamo Brazil appealed these decisions. On October 11, 2024, the federal regional court issued a ruling favorable to Sylvamo Brazil in the first stage of judicial review on the assessments for tax years 2007 and 2008-2012, comprising approximately $210 million of the total $330 million as of December 31, 2024. On December 18, 2024, the Brazilian Federal Revenue Service appealed this ruling. This tax litigation matter may take many years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was appropriately evaluated, and that Sylvamo 82 82 82 Table of Contents Table of Contents Brazil's tax position should be sustained, based on Brazilian tax law.This matter pertains to a business that was conveyed to Sylvamo on October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the tax matters agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historical tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at December 31, 2024. This liability will not be increased in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable.NOTE 14 VARIABLE INTEREST ENTITIES In connection with the acquisition of Temple-Inland in February 2012, two special purpose entities became wholly-owned subsidiaries of International Paper. The use of the two wholly-owned special purpose entities discussed below preserved the tax deferral that resulted from the 2007 Temple-Inland timberlands sales. As of December 31, 2024, this deferred tax liability was $486 million, which will be settled with the maturity of the notes in 2027.In October 2007, Temple-Inland sold 1.55 million acres of timberland for $2.4 billion. The total consideration consisted almost entirely of notes due in 2027 issued by the buyer of the timberland, which Temple-Inland contributed to two wholly-owned, bankruptcy-remote special purpose entities. The notes are shown in Long-term financial assets of variable interest entities in the accompanying consolidated balance sheet and are supported by $2.4 billion of irrevocable letters of credit issued by three banks, which are required to maintain minimum credit ratings on their long-term debt. In December 2007, Temple-Inland's two wholly-owned special purpose entities borrowed $2.1 billion which is shown in Long-term nonrecourse financial liabilities of variable interest entities. The loans are repayable in 2027 and are secured by the $2.4 billion of notes and the irrevocable letters of credit securing the notes, and are nonrecourse to us. The loan agreements provide that if a credit rating of any of the banks issuing the letters of credit is downgraded below the specified threshold, the letters of credit issued by that bank must be replaced within 30 days with letters of credit from another qualifying financial institution.As of both December 31, 2024 and 2023, the fair value of the notes receivable was $2.3 billion. As of both December 31, 2024 and 2023, the fair value of this debt was $2.1 billion. The notes receivable and debt are classified as Level 2 within the fair value hierarchy.Activity between the Company and the 2007 financing entities was as follows: In millions202420232022Revenue (a)$152 $146 $65 Expense (b)136 136 58 Cash receipts (c)135 122 28 Cash payments (d)130 123 40 (a)The revenue is included in Interest expense, net, in the accompanying consolidated statement of operations and includes approximately $19 million for the years ended December 31, 2024, 2023 and 2022, respectively, of accretion income for the amortization of the purchase accounting adjustment on the Financial assets of variable interest entities.(b) The expense is included in Interest expense, net, in the accompanying consolidated statement of operations and includes approximately $7 million for the years ended December 31, 2024, 2023 and 2022 respectively, of accretion expense for the amortization of the purchase accounting adjustment on the Long-term nonrecourse financial liabilities of variable interest entities.(c) The cash receipts are interest received on the Financial assets of special purpose entities.(d) The cash payments are interest paid on Nonrecourse financial liabilities of special purpose entities.In connection with the 2006 sale of approximately 5.6 million acres of forestlands, International Paper received installment notes (the "Timber Notes") totaling approximately $4.8 billion. The Timber Notes were used as collateral for borrowings from third party lenders, which effectively monetized the Timber Notes through the creation of newly formed special Brazil's tax position should be sustained, based on Brazilian tax law.This matter pertains to a business that was conveyed to Sylvamo on October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the tax matters agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historical tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at December 31, 2024. This liability will not be increased in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable.NOTE 14 VARIABLE INTEREST ENTITIES In connection with the acquisition of Temple-Inland in February 2012, two special purpose entities became wholly-owned subsidiaries of International Paper. The use of the two wholly-owned special purpose entities discussed below preserved the tax deferral that resulted from the 2007 Temple-Inland timberlands sales. As of December 31, 2024, this deferred tax liability was $486 million, which will be settled with the maturity of the notes in 2027.In October 2007, Temple-Inland sold 1.55 million acres of timberland for $2.4 billion. The total consideration consisted almost entirely of notes due in 2027 issued by the buyer of the timberland, which Temple-Inland contributed to two wholly-owned, bankruptcy-remote special purpose entities. The notes are shown in Long-term financial assets of Brazil's tax position should be sustained, based on Brazilian tax law. This matter pertains to a business that was conveyed to Sylvamo on October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the tax matters agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historical tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at December 31, 2024. This liability will not be increased in subsequent periods unless facts and circumstances change such that an amount greater than the initial recognized liability becomes probable and estimable. --- ## Modified: Effects of Net Special Items Expense (Income) **Key changes:** - Reworded sentence: "Pre-tax special items included in continuing operations totaling $363 million and $150 million were recorded in 2024 and 2023, respectively." - Reworded sentence: "The following are reconciliations of free cash flow to cash provided by operations: In millions20242023Cash provided by operations$1,678 $1,833 Adjustments:Cash invested in capital projects(921)(1,141)Free Cash Flow$757 $692 In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Cash provided by operations$397 $521 $492 Adjustments:Cash invested in capital projects(260)(212)(305)Free Cash Flow$137 $309 $187 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP." - Reworded sentence: "The following are reconciliations of free cash flow to cash provided by operations: In millions20242023Cash provided by operations$1,678 $1,833 Adjustments:Cash invested in capital projects(921)(1,141)Free Cash Flow$757 $692 In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Cash provided by operations$397 $521 $492 Adjustments:Cash invested in capital projects(260)(212)(305)Free Cash Flow$137 $309 $187 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP." - Reworded sentence: "The following are reconciliations of free cash flow to cash provided by operations: In millions20242023Cash provided by operations$1,678 $1,833 Adjustments:Cash invested in capital projects(921)(1,141)Free Cash Flow$757 $692 In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Cash provided by operations$397 $521 $492 Adjustments:Cash invested in capital projects(260)(212)(305)Free Cash Flow$137 $309 $187 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP." **Prior (2024):** Full-year 2023 net earnings attributable to shareholders were $288 million ($0.82 per diluted share) compared with $1.5 billion ($4.10 per diluted share) for full-year 2022. During 2023, International Paper executed well, both commercially and operationally, as we navigated an uncertain and challenging demand environment. During much of the year, underlying demand for our products was lower as consumers prioritized spending on services and essential goods. This trend was influenced by the pull forward of goods during the pandemic, as well as by inflationary pressures and rising interest rates that impacted the consumer. Demand for our products was further constrained by inventory destocking as our customers, and the broader supply chain, worked through elevated inventories of their products. The lower demand combined with declining sales prices and continued cost inflation resulted in lower sales and earnings in 2023 as compared to 2022. During 2023, we remained focused on mitigating the impact of these challenges through commercial and cost reduction initiatives. We advanced our strategies to improve profitability across our portfolio by investing in capabilities in our Industrial Packaging business to enhance our value proposition to align with customer needs and optimizing our Global Cellulose Fibers business by reducing our exposure to commodity pulp. We took strategic actions to structurally reduce fixed costs in our mill system in both our Industrial Packaging and Global Cellulose Fibers businesses. We also made significant progress in Building a Better IP, driven by commercial and process improvement initiatives, resulting in benefits exceeding our 2023 target. Regarding capital allocation in 2023, we returned approximately $840 million to shareowners including approximately $640 million of dividends and $200 million of share repurchases. Finally, during 2023, we completed the sale of our ownership stake in Ilim for $508 million. International Paper no longer has investments in Russia following completion of this sale. Comparing 2023 performance to 2022, price and mix was lower in our North American Industrial Packaging business due to prior index movements, lower export prices and higher export mix, as demand improved. Price in our Global Cellulose Fibers business was lower due to prior index movements and an unfavorable mix driven by lower absorbent pulp shipments. Volume in both business segments was impacted by ongoing inventory destocking across the supply chain. While there was demand recovery in the second half of the year in both business segments, volume was lower in our North American Industrial Packaging business as consumers shifted priorities toward non-discretionary goods and services while dealing with inflation. Volume in our Global Cellulose Fibers business was also impacted by lower demand as a result of the slowdown in the global economy. Operations and costs in both the North American Industrial Packaging and Global Cellulose Fibers businesses were higher reflecting the impact of inflation on materials and services along with the impact of higher unabsorbed costs resulting from increased economic downtime in the current year. Planned maintenance outage costs were lower in our North American Industrial Packaging business while higher in our Global Cellulose Fibers business. Input costs were lower in both business segments, primarily driven by lower energy, wood and distribution costs along with lower recovered fiber costs in our North American Industrial Packaging business. Looking ahead to the first quarter 2024, as compared to the fourth quarter 2023, we expect this quarter to be an earnings trough on seasonally lower volumes, higher costs and from the impact of the January winter freeze. We also expect the majority of prior index movements to flow through in the first quarter 2024. Specifically in our Industrial Packaging business, we expect price to be relatively flat as prior price index movements are offset by the commercial benefits from contract restructuring in the box business. Volume is expected to be lower in the first quarter 2024 due to normal seasonal declines in North America, partially offset by two more shipping days. Operations and costs are expected to decrease earnings due to seasonally higher energy consumption and cost inflation on wages and employee benefits. These increases are expected to be partially offset by lower fixed costs resulting from the closure of our Orange, Texas mill. Maintenance outage expense is expected to be higher coming off of a seasonally lower fourth quarter 2023. Input costs are expected to decrease earnings on higher recovered fiber and energy costs. In our Global Cellulose Fibers business, we expect price and mix to modestly improve as a result of our strategy to reduce Comparing 2023 performance to 2022, price and mix was lower in our North American Industrial Packaging business due to prior index movements, lower export prices and higher export mix, as demand improved. Price in our Global Cellulose Fibers business was lower due to prior index movements and an unfavorable mix driven by lower absorbent pulp shipments. Volume in both business segments was impacted by ongoing inventory destocking across the supply chain. While there was demand recovery in the second half of the year in both business segments, volume was lower in our North American Industrial Packaging business as consumers shifted priorities toward non-discretionary goods and services while dealing with inflation. Volume in our Global Cellulose Fibers business was also impacted by lower demand as a result of the slowdown in the global economy. Operations and costs in both the North American Industrial Packaging and Global Cellulose Fibers businesses were higher reflecting the impact of inflation on materials and services along with the impact of higher unabsorbed costs resulting from increased economic downtime in the current year. Planned maintenance outage costs were lower in our North American Industrial Packaging business while higher in our Global Cellulose Fibers business. Input costs were lower in both business segments, primarily driven by lower energy, wood and distribution costs along with lower recovered fiber costs in our North American Industrial Packaging business. Looking ahead to the first quarter 2024, as compared to the fourth quarter 2023, we expect this quarter to be an earnings trough on seasonally lower volumes, higher costs and from the impact of the January winter freeze. We also expect the majority of prior index movements to flow through in the first quarter 2024. Specifically in our Industrial Packaging business, we expect price to be relatively flat as prior price index movements are offset by the commercial benefits from contract restructuring in the box business. Volume is expected to be lower in the first quarter 2024 due to normal seasonal declines in North America, partially offset by two more shipping days. Operations and costs are expected to decrease earnings due to seasonally higher energy consumption and cost inflation on wages and employee benefits. These increases are expected to be partially offset by lower fixed costs resulting from the closure of our Orange, Texas mill. Maintenance outage expense is expected to be higher coming off of a seasonally lower fourth quarter 2023. Input costs are expected to decrease earnings on higher recovered fiber and energy costs. In our Global Cellulose Fibers business, we expect price and mix to modestly improve as a result of our strategy to reduce 28 28 28 Table of Contents Table of Contents exposure to commodity pulp. We expect volume to be relatively flat as seasonally lower shipments due to the Chinese New Year are offset by improved demand in other areas. Operations and costs are expected to decrease earnings due to seasonality and cost inflation, partially offset by the non-repeat of a turbine maintenance outage and lower fixed costs resulting from the idling of our pulp machine in our Riegelwood, North Carolina mill. Maintenance outage expense is expected to increase earnings while higher input costs associated with energy and chemicals are expected to decrease earnings. Looking at full-year 2024, we see a transitional year where markets continue to recover as we focus on improving mix and margins in both business segments through execution of our commercial strategies. We expect demand trends to continue to improve across our portfolio with year-over-year industry growth of approximately three percent for packaging and fluff pulp. Additionally, we expect more than $400 million of net benefits from our commercial and operational initiatives. This includes the fixed cost reductions tied to the closure of our Orange, Texas containerboard mill and the permanent shutdown of two pulp machines in our Global Cellulose Fibers business, with the benefits of both strategic actions expected to be at a full run rate by the fourth quarter 2024. These cost saving initiatives will be important in offsetting expected higher costs for recovered fiber, transportation and general inflation on wages, employee benefits, materials and services. With respect to our capital allocation framework, we are targeting capital expenditures of $800 million - $1.0 billion in 2024 for general maintenance, cost improvement and to enhance capabilities in our box business. As previously mentioned, we returned approximately $840 million of cash to shareowners in 2023 including approximately $640 million of dividends. Given our strategic customer relationships, talented teams, world class assets and market expertise, we are committed to maximizing long-term value for all our stakeholders. As previously disclosed, the Company permanently closed its containerboard mill in Orange, Texas in December 2023 and permanently ceased production of two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills on December 11, 2023. The mill closure resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $347 million and pre-tax cash severance and other shutdown charges of approximately $81 million during the year endedDecember 31, 2023. The machine shutdowns resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $75 million and pre-tax cash severance and other shutdown charges of approximately $37 million during the year ended December 31, 2023.Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures and are defined as net earnings (loss) attributable to International Paper (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share attributable to common shareholders are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of discontinued operations, non-operating pension expense (income) and items considered by management to be unusual (net special items) from net earnings (loss) attributable to shareholders reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using this information, along with the most directly comparable GAAP measure, provides for a more complete analysis of the results of operations.The following are reconciliations of Earnings (loss) attributable to common shareholders to Adjusted operating earnings (loss) attributable to common shareholders on a total and per share basis. Additional detail is provided later in this Annual Report on Form 10-K regarding the net special items referenced in the charts below: In millions20232022Net Earnings (Loss) Attributable to Shareholders$288 $1,504 Less - Discontinued operations, net of taxes (gain) loss14 237 Earnings (Loss) from Continuing Operations302 1,741 Add back - Non-operating pension expense (income)54 (192)Add back - Net special items expense (income)572 233 Income tax effect - Non-operating pension and special items(173)(614)Adjusted Operating Earnings (Loss) Attributable to Shareholders$755 $1,168 exposure to commodity pulp. We expect volume to be relatively flat as seasonally lower shipments due to the Chinese New Year are offset by improved demand in other areas. Operations and costs are expected to decrease earnings due to seasonality and cost inflation, partially offset by the non-repeat of a turbine maintenance outage and lower fixed costs resulting from the idling of our pulp machine in our Riegelwood, North Carolina mill. Maintenance outage expense is expected to increase earnings while higher input costs associated with energy and chemicals are expected to decrease earnings. Looking at full-year 2024, we see a transitional year where markets continue to recover as we focus on improving mix and margins in both business segments through execution of our commercial strategies. We expect demand trends to continue to improve across our portfolio with year-over-year industry growth of approximately three percent for packaging and fluff pulp. Additionally, we expect more than $400 million of net benefits from our commercial and operational initiatives. This includes the fixed cost reductions tied to the closure of our Orange, Texas containerboard mill and the permanent shutdown of two pulp machines in our Global Cellulose Fibers business, with the benefits of both strategic actions expected to be at a full run rate by the fourth quarter 2024. These cost saving initiatives will be important in offsetting expected higher costs for recovered fiber, transportation and general inflation on wages, employee benefits, materials and services. With respect to our capital allocation framework, we are targeting capital expenditures of $800 million - $1.0 billion in 2024 for general maintenance, cost improvement and to enhance capabilities in our box business. As previously mentioned, we returned approximately $840 million of cash to shareowners in 2023 including approximately $640 million of dividends. Given our strategic customer relationships, talented teams, world class assets and market expertise, we are committed to maximizing long-term value for all our stakeholders. As previously disclosed, the Company permanently closed its containerboard mill in Orange, Texas in December 2023 and permanently ceased production of two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills on December 11, 2023. The mill closure resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $347 million and pre-tax cash severance and other shutdown charges of approximately $81 million during the year ended exposure to commodity pulp. We expect volume to be relatively flat as seasonally lower shipments due to the Chinese New Year are offset by improved demand in other areas. Operations and costs are expected to decrease earnings due to seasonality and cost inflation, partially offset by the non-repeat of a turbine maintenance outage and lower fixed costs resulting from the idling of our pulp machine in our Riegelwood, North Carolina mill. Maintenance outage expense is expected to increase earnings while higher input costs associated with energy and chemicals are expected to decrease earnings. Looking at full-year 2024, we see a transitional year where markets continue to recover as we focus on improving mix and margins in both business segments through execution of our commercial strategies. We expect demand trends to continue to improve across our portfolio with year-over-year industry growth of approximately three percent for packaging and fluff pulp. Additionally, we expect more than $400 million of net benefits from our commercial and operational initiatives. This includes the fixed cost reductions tied to the closure of our Orange, Texas containerboard mill and the permanent shutdown of two pulp machines in our Global Cellulose Fibers business, with the benefits of both strategic actions expected to be at a full run rate by the fourth quarter 2024. These cost saving initiatives will be important in offsetting expected higher costs for recovered fiber, transportation and general inflation on wages, employee benefits, materials and services. With respect to our capital allocation framework, we are targeting capital expenditures of $800 million - $1.0 billion in 2024 for general maintenance, cost improvement and to enhance capabilities in our box business. As previously mentioned, we returned approximately $840 million of cash to shareowners in 2023 including approximately $640 million of dividends. Given our strategic customer relationships, talented teams, world class assets and market expertise, we are committed to maximizing long-term value for all our stakeholders. As previously disclosed, the Company permanently closed its containerboard mill in Orange, Texas in December 2023 and permanently ceased production of two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills on December 11, 2023. The mill closure resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $347 million and pre-tax cash severance and other shutdown charges of approximately $81 million during the year ended December 31, 2023. The machine shutdowns resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $75 million and pre-tax cash severance and other shutdown charges of approximately $37 million during the year ended December 31, 2023.Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures and are defined as net earnings (loss) attributable to International Paper (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share attributable to common shareholders are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of discontinued operations, non-operating pension expense (income) and items considered by management to be unusual (net special items) from net earnings (loss) attributable to shareholders reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using this information, along with the most directly comparable GAAP measure, provides for a more complete analysis of the results of operations.The following are reconciliations of Earnings (loss) attributable to common shareholders to Adjusted operating earnings (loss) attributable to common shareholders on a total and per share basis. Additional detail is provided later in this Annual Report on Form 10-K regarding the net special items referenced in the charts below: In millions20232022Net Earnings (Loss) Attributable to Shareholders$288 $1,504 Less - Discontinued operations, net of taxes (gain) loss14 237 Earnings (Loss) from Continuing Operations302 1,741 Add back - Non-operating pension expense (income)54 (192)Add back - Net special items expense (income)572 233 Income tax effect - Non-operating pension and special items(173)(614)Adjusted Operating Earnings (Loss) Attributable to Shareholders$755 $1,168 December 31, 2023. The machine shutdowns resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $75 million and pre-tax cash severance and other shutdown charges of approximately $37 million during the year ended December 31, 2023. Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures and are defined as net earnings (loss) attributable to International Paper (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share attributable to common shareholders are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of discontinued operations, non-operating pension expense (income) and items considered by management to be unusual (net special items) from net earnings (loss) attributable to shareholders reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using this information, along with the most directly comparable GAAP measure, provides for a more complete analysis of the results of operations. The following are reconciliations of Earnings (loss) attributable to common shareholders to Adjusted operating earnings (loss) attributable to common shareholders on a total and per share basis. Additional detail is provided later in this Annual Report on Form 10-K regarding the net special items referenced in the charts below: In millions20232022Net Earnings (Loss) Attributable to Shareholders$288 $1,504 Less - Discontinued operations, net of taxes (gain) loss14 237 Earnings (Loss) from Continuing Operations302 1,741 Add back - Non-operating pension expense (income)54 (192)Add back - Net special items expense (income)572 233 Income tax effect - Non-operating pension and special items(173)(614)Adjusted Operating Earnings (Loss) Attributable to Shareholders$755 $1,168 29 29 29 Table of Contents Table of Contents 20232022Diluted Earnings (Loss) Per Share Attributable to Shareholders$0.82 $4.10 Less - Discontinued operations, net of taxes (gain) loss per share0.04 0.64 Diluted Earnings (Loss) Per Share from Continuing Operations0.86 4.74 Add back - Non-operating pension expense (income) per share0.15 (0.52)Add back - Net special items expense (income) per share1.64 0.63 Income tax effect per share - Non-operating pension and special items (0.49)(1.67)Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders$2.16 $3.18 In millionsThree Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Net Earnings (Loss) Attributable to Shareholders$(284)$165 $(318)Less - Discontinued operations, net of taxes (gain) loss - 27 489 Earnings (Loss) from Continuing Operations(284)192 171 Add back - Non-operating pension expense (income)14 13 (48)Add back - Net special items expense (income)546 29 144 Income tax effect - Non-operating pension and special items (134)(10)42 Adjusted Operating Earnings (Loss) Attributable to Shareholders$142 $224 $309 Three Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Diluted Earnings (Loss) Per Share Attributable to Shareholders$(0.82)$0.47 $(0.90)Less - Discontinued operations, net of taxes (gain) loss per share - 0.08 1.38 Diluted Earnings (Loss) Per Share from Continuing Operations(0.82)0.55 0.48 Add back - Non-operating pension expense (income) per share0.04 0.04 (0.13)Add back - Net special items expense (income) per share1.58 0.08 0.41 Income tax effect per share - Non-operating pension and special items (0.39)(0.03)0.11 Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders$0.41 $0.64 $0.87 Cash provided by operations, including discontinued operations, totaled approximately $1.8 billion and $2.2 billion for 2023 and 2022, respectively. The Company generated free cash flow of approximately $692 million in 2023 and $1.2 billion in 2022. Free cash flow is a non-GAAP measure and the most directly comparable GAAP measure is cash provided by operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company's ongoing underlying operational performance, we believe that free cash flow also enables investors to perform meaningful comparisons between past and present periods.The following are reconciliations of free cash flow to cash provided by operations: In millions20232022Cash provided by operations$1,833 $2,174 Adjustments:Cash invested in capital projects, net of insurance recoveries(1,141)(931)Free Cash Flow$692 $1,243 In millionsThree Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Cash provided by operations$492 $468 $761 Adjustments:Cash invested in capital projects, net of insurance recoveries(305)(228)(322)Free Cash Flow$187 $240 $439 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company. 20232022Diluted Earnings (Loss) Per Share Attributable to Shareholders$0.82 $4.10 Less - Discontinued operations, net of taxes (gain) loss per share0.04 0.64 Diluted Earnings (Loss) Per Share from Continuing Operations0.86 4.74 Add back - Non-operating pension expense (income) per share0.15 (0.52)Add back - Net special items expense (income) per share1.64 0.63 Income tax effect per share - Non-operating pension and special items (0.49)(1.67)Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders$2.16 $3.18 In millionsThree Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Net Earnings (Loss) Attributable to Shareholders$(284)$165 $(318)Less - Discontinued operations, net of taxes (gain) loss - 27 489 Earnings (Loss) from Continuing Operations(284)192 171 Add back - Non-operating pension expense (income)14 13 (48)Add back - Net special items expense (income)546 29 144 Income tax effect - Non-operating pension and special items (134)(10)42 Adjusted Operating Earnings (Loss) Attributable to Shareholders$142 $224 $309 Three Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Diluted Earnings (Loss) Per Share Attributable to Shareholders$(0.82)$0.47 $(0.90)Less - Discontinued operations, net of taxes (gain) loss per share - 0.08 1.38 Diluted Earnings (Loss) Per Share from Continuing Operations(0.82)0.55 0.48 Add back - Non-operating pension expense (income) per share0.04 0.04 (0.13)Add back - Net special items expense (income) per share1.58 0.08 0.41 Income tax effect per share - Non-operating pension and special items (0.39)(0.03)0.11 Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders$0.41 $0.64 $0.87 20232022Diluted Earnings (Loss) Per Share Attributable to Shareholders$0.82 $4.10 Less - Discontinued operations, net of taxes (gain) loss per share0.04 0.64 Diluted Earnings (Loss) Per Share from Continuing Operations0.86 4.74 Add back - Non-operating pension expense (income) per share0.15 (0.52)Add back - Net special items expense (income) per share1.64 0.63 Income tax effect per share - Non-operating pension and special items (0.49)(1.67)Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders$2.16 $3.18 In millionsThree Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Net Earnings (Loss) Attributable to Shareholders$(284)$165 $(318)Less - Discontinued operations, net of taxes (gain) loss - 27 489 Earnings (Loss) from Continuing Operations(284)192 171 Add back - Non-operating pension expense (income)14 13 (48)Add back - Net special items expense (income)546 29 144 Income tax effect - Non-operating pension and special items (134)(10)42 Adjusted Operating Earnings (Loss) Attributable to Shareholders$142 $224 $309 Three Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Diluted Earnings (Loss) Per Share Attributable to Shareholders$(0.82)$0.47 $(0.90)Less - Discontinued operations, net of taxes (gain) loss per share - 0.08 1.38 Diluted Earnings (Loss) Per Share from Continuing Operations(0.82)0.55 0.48 Add back - Non-operating pension expense (income) per share0.04 0.04 (0.13)Add back - Net special items expense (income) per share1.58 0.08 0.41 Income tax effect per share - Non-operating pension and special items (0.39)(0.03)0.11 Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders$0.41 $0.64 $0.87 Cash provided by operations, including discontinued operations, totaled approximately $1.8 billion and $2.2 billion for 2023 and 2022, respectively. The Company generated free cash flow of approximately $692 million in 2023 and $1.2 billion in 2022. Free cash flow is a non-GAAP measure and the most directly comparable GAAP measure is cash provided by operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company's ongoing underlying operational performance, we believe that free cash flow also enables investors to perform meaningful comparisons between past and present periods.The following are reconciliations of free cash flow to cash provided by operations: In millions20232022Cash provided by operations$1,833 $2,174 Adjustments:Cash invested in capital projects, net of insurance recoveries(1,141)(931)Free Cash Flow$692 $1,243 In millionsThree Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Cash provided by operations$492 $468 $761 Adjustments:Cash invested in capital projects, net of insurance recoveries(305)(228)(322)Free Cash Flow$187 $240 $439 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company. Cash provided by operations, including discontinued operations, totaled approximately $1.8 billion and $2.2 billion for 2023 and 2022, respectively. The Company generated free cash flow of approximately $692 million in 2023 and $1.2 billion in 2022. Free cash flow is a non-GAAP measure and the most directly comparable GAAP measure is cash provided by operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company's ongoing underlying operational performance, we believe that free cash flow also enables investors to perform meaningful comparisons between past and present periods. The following are reconciliations of free cash flow to cash provided by operations: In millions20232022Cash provided by operations$1,833 $2,174 Adjustments:Cash invested in capital projects, net of insurance recoveries(1,141)(931)Free Cash Flow$692 $1,243 In millionsThree Months Ended December 31, 2023Three Months Ended September 30, 2023Three Months Ended December 31, 2022Cash provided by operations$492 $468 $761 Adjustments:Cash invested in capital projects, net of insurance recoveries(305)(228)(322)Free Cash Flow$187 $240 $439 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company. 30 30 30 Table of Contents Table of Contents RESULTS OF OPERATIONSBusiness Segment Operating Profits (Losses) are used by International Paper's management to measure the earnings performance of its businesses. Management uses this measure to focus on ongoing operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. International Paper believes that using this information, along with net earnings, provides a more complete analysis of the results of operations by year. Business Segment Operating Profits (Losses) are defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of less than wholly owned subsidiaries, and excluding interest expense, net, corporate expenses, net, corporate net special items, business net special items and non-operating pension expense. Business Segment Operating Profits (Losses) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". International Paper operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment in Ilim is no longer a separate reportable industry segment. For additional information, see discussion in Note 11 - Equity method Investments on pages 69 and 70 of Item 8. Financial Statements and Supplementary Data.The following table presents a comparison of Net earnings (loss) from continuing operations attributable to International Paper Company to its total Business Segment Operating Profit (Loss): In millions20232022Net Earnings (Loss) from Continuing Operations Attributable to International Paper Company$302 $1,741 Add back (deduct)Income tax provision (benefit)59 (236)Equity (earnings) loss, net of taxes21 6 Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings382 1,511 Interest expense, net231 325 Adjustment for less than wholly owned subsidiaries(2)(5)Corporate expenses, net27 34 Corporate net special items28 99 Business net special items529 76 Non-operating pension expense (income)54 (192)$1,249 $1,848 Business Segment Operating Profit (Loss):Industrial Packaging$1,266 $1,742 Global Cellulose Fibers(17)106 Total Business Segment Operating Profit (Loss)$1,249 $1,848 Business Segment Operating Profit (Loss) in 2023 was $599 million lower than in 2022 as the benefits from lower input costs ($982 million) and lower maintenance outage costs ($8 million) were more than offset by lower average sales price realizations and an unfavorable mix ($435 million), lower sales volumes ($228 million) and higher operating costs ($926 million). RESULTS OF OPERATIONSBusiness Segment Operating Profits (Losses) are used by International Paper's management to measure the earnings performance of its businesses. Management uses this measure to focus on ongoing operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. International Paper believes that using this information, along with net earnings, provides a more complete analysis of the results of operations by year. Business Segment Operating Profits (Losses) are defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of less than wholly owned subsidiaries, and excluding interest expense, net, corporate expenses, net, corporate net special items, business net special items and non-operating pension expense. Business Segment Operating Profits (Losses) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". International Paper operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment in Ilim is no longer a separate reportable industry segment. For additional information, see discussion in Note 11 - Equity method Investments on pages 69 and 70 of Item 8. Financial Statements and Supplementary Data. **Current (2025):** Pre-tax special items included in continuing operations totaling $363 million and $150 million were recorded in 2024 and 2023, respectively. Details of these charges were as follows: Special ItemsIn millions20242023Mill closure costs$121 (a)$118 (a)Severance and other costs105 (b)(19)(j)DS Smith combination costs86 (c) - Environmental remediation reserve adjustments60 (d)36 (d)Strategic advisory fees37 (c) - Third-party warehouse fire13 (e) - Legal reserve adjustments10 (f) - Global Cellulose Fibers strategic options costs5 (c)Net (gains) on sales of fixed assets(58)(g) - Italy antitrust(6)(h) - Equity method investment impairment - 18 (k)Interest related to settlement of tax audits(10)(i)(6)(i)Interest related to the timber monetization settlement - 3 (l)Total Pre-Tax Special Items$363 $150 (a) Severance and other closure costs associated with our mill strategic actions recorded in restructuring and other charges, net. (b) Severance and other costs associated with the Company's 80/20 strategic approach which includes the realignment of resources recorded in restructuring and other charges, net. (c) Transaction related costs that the Company believes are not reflective of the Company's underlying operations recorded in selling and administrative expenses. (d) Environmental remediation adjustments associated with remediation work at sites that have been closed/divested that the Company believes are not reflective of the Company's underlying operations recorded in cost of products sold. (e) The Company's cost for third-party damages associated with a warehouse fire in Morocco recorded in cost of products sold. (f) Legal reserve adjustment associated with a previously discontinued business recorded in cost of products sold. (g) Net gains related to the sale of a building at our permanently closed Orange, Texas containerboard mill, miscellaneous land sales and other items that the Company does not believe are reflective of the Company's underlying operations recorded in net (gains) losses on fixed assets. (h) Settlement associated with an Italian antitrust matter initially recorded as a special item in 2019 recorded in cost of products sold. (i) Interest income on tax overpayments in prior years associated with the settlement of certain tax audits recorded in interest expense, net. (j) Revision of severance estimates related to the Company's Build a Better IP initiative recorded in restructuring and other charges, net. 37 37 37 Table of Contents Table of Contents (k) Other-than-temporary impairment of an equity method investment recorded in equity earnings (loss), net of taxes. (l) Interest income related to the settlement of the timber monetization restructuring tax matter recorded in interest expense, net.The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a per share basis. 20242023Diluted Earnings (Loss) Per Share$1.57 $0.82 Less - Discontinued operations, net of taxes (gain) loss per share - 0.04 Diluted Earnings (Loss) Per Share from Continuing Operations1.57 0.86 Add back - Non-operating pension expense (income) per share(0.12)0.15 Add back - Net special items expense (income) per share1.02 0.43 Income tax effect per share - Non-operating pension and special items (1.34)(0.19)Adjusted Operating Earnings (Loss) Per Share$1.13 $1.25 Three Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Diluted Earnings (Loss) Per Share$(0.42)$0.42 $(0.82)Less - Discontinued operations, net of taxes (gain) loss per share - - - Diluted Earnings (Loss) Per Share from Continuing Operations(0.42)0.42 (0.82)Add back - Non-operating pension expense (income) per share(0.02)(0.03)0.04 Add back - Net special items expense (income) per share0.52 0.33 0.36 Income tax effect per share - Non-operating pension and special items (0.10)(0.28)(0.09)Adjusted Operating Earnings (Loss) Per Share$(0.02)$0.44 $(0.51)Cash provided by operations, including discontinued operations, totaled approximately $1.7 billion and $1.8 billion for 2024 and 2023, respectively. The Company generated free cash flow of approximately $757 million in 2024 and $692 million in 2023. Free cash flow is a non-GAAP measure, which equals cash provided by operations less cash invested in capital projects, and the most directly comparable GAAP measure is cash provided by (used for) operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The following are reconciliations of free cash flow to cash provided by operations: In millions20242023Cash provided by operations$1,678 $1,833 Adjustments:Cash invested in capital projects(921)(1,141)Free Cash Flow$757 $692 In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Cash provided by operations$397 $521 $492 Adjustments:Cash invested in capital projects(260)(212)(305)Free Cash Flow$137 $309 $187 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company. Investors are cautioned not to place undue reliance on any non-GAAP financial measures used in this Annual Report on Form 10-K.LIQUIDITY AND CAPITAL RESOURCESInternational Paper generated $1.7 billion of cash flow from operations for the year ended December 31, 2024, compared with $1.8 billion, including discontinued operations, in 2023. Capital spending for 2024 totaled $921 million, or 71% of depreciation and amortization expense. Our liquidity position remains strong, supported by approximately $1.9 billion of credit facilities. RESULTS OF OPERATIONSWhile the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, (k) Other-than-temporary impairment of an equity method investment recorded in equity earnings (loss), net of taxes. (l) Interest income related to the settlement of the timber monetization restructuring tax matter recorded in interest expense, net.The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a per share basis. 20242023Diluted Earnings (Loss) Per Share$1.57 $0.82 Less - Discontinued operations, net of taxes (gain) loss per share - 0.04 Diluted Earnings (Loss) Per Share from Continuing Operations1.57 0.86 Add back - Non-operating pension expense (income) per share(0.12)0.15 Add back - Net special items expense (income) per share1.02 0.43 Income tax effect per share - Non-operating pension and special items (1.34)(0.19)Adjusted Operating Earnings (Loss) Per Share$1.13 $1.25 Three Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Diluted Earnings (Loss) Per Share$(0.42)$0.42 $(0.82)Less - Discontinued operations, net of taxes (gain) loss per share - - - Diluted Earnings (Loss) Per Share from Continuing Operations(0.42)0.42 (0.82)Add back - Non-operating pension expense (income) per share(0.02)(0.03)0.04 Add back - Net special items expense (income) per share0.52 0.33 0.36 Income tax effect per share - Non-operating pension and special items (0.10)(0.28)(0.09)Adjusted Operating Earnings (Loss) Per Share$(0.02)$0.44 $(0.51)Cash provided by operations, including discontinued operations, totaled approximately $1.7 billion and $1.8 billion for 2024 and 2023, respectively. The Company generated free cash flow of approximately $757 million in 2024 and $692 million in 2023. Free cash flow is a non-GAAP measure, which equals cash provided by operations less cash invested in capital projects, and the most directly comparable GAAP measure is cash provided by (used for) operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the (k) Other-than-temporary impairment of an equity method investment recorded in equity earnings (loss), net of taxes. (l) Interest income related to the settlement of the timber monetization restructuring tax matter recorded in interest expense, net. The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a per share basis. 20242023Diluted Earnings (Loss) Per Share$1.57 $0.82 Less - Discontinued operations, net of taxes (gain) loss per share - 0.04 Diluted Earnings (Loss) Per Share from Continuing Operations1.57 0.86 Add back - Non-operating pension expense (income) per share(0.12)0.15 Add back - Net special items expense (income) per share1.02 0.43 Income tax effect per share - Non-operating pension and special items (1.34)(0.19)Adjusted Operating Earnings (Loss) Per Share$1.13 $1.25 Three Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Diluted Earnings (Loss) Per Share$(0.42)$0.42 $(0.82)Less - Discontinued operations, net of taxes (gain) loss per share - - - Diluted Earnings (Loss) Per Share from Continuing Operations(0.42)0.42 (0.82)Add back - Non-operating pension expense (income) per share(0.02)(0.03)0.04 Add back - Net special items expense (income) per share0.52 0.33 0.36 Income tax effect per share - Non-operating pension and special items (0.10)(0.28)(0.09)Adjusted Operating Earnings (Loss) Per Share$(0.02)$0.44 $(0.51) Cash provided by operations, including discontinued operations, totaled approximately $1.7 billion and $1.8 billion for 2024 and 2023, respectively. The Company generated free cash flow of approximately $757 million in 2024 and $692 million in 2023. Free cash flow is a non-GAAP measure, which equals cash provided by operations less cash invested in capital projects, and the most directly comparable GAAP measure is cash provided by (used for) operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The following are reconciliations of free cash flow to cash provided by operations: In millions20242023Cash provided by operations$1,678 $1,833 Adjustments:Cash invested in capital projects(921)(1,141)Free Cash Flow$757 $692 In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Cash provided by operations$397 $521 $492 Adjustments:Cash invested in capital projects(260)(212)(305)Free Cash Flow$137 $309 $187 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company. Investors are cautioned not to place undue reliance on any non-GAAP financial measures used in this Annual Report on Form 10-K.LIQUIDITY AND CAPITAL RESOURCESInternational Paper generated $1.7 billion of cash flow from operations for the year ended December 31, 2024, compared with $1.8 billion, including discontinued operations, in 2023. Capital spending for 2024 totaled $921 million, or 71% of depreciation and amortization expense. Our liquidity position remains strong, supported by approximately $1.9 billion of credit facilities. RESULTS OF OPERATIONSWhile the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. The following are reconciliations of free cash flow to cash provided by operations: In millions20242023Cash provided by operations$1,678 $1,833 Adjustments:Cash invested in capital projects(921)(1,141)Free Cash Flow$757 $692 In millionsThree Months Ended December 31, 2024Three Months Ended September 30, 2024Three Months Ended December 31, 2023Cash provided by operations$397 $521 $492 Adjustments:Cash invested in capital projects(260)(212)(305)Free Cash Flow$137 $309 $187 The non-GAAP financial measures presented in this Annual Report on Form 10-K as referenced above have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies utilize identical calculations, the Company's presentation of non-GAAP measures in this Annual Report on Form 10-K may not be comparable to similarly titled measures disclosed by other companies, including companies in the same industry as the Company. Investors are cautioned not to place undue reliance on any non-GAAP financial measures used in this Annual Report on Form 10-K. --- ## Modified: Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality and changes in customer or consumer preferences, and government regulation could materially affect our financial condition, results of operations and cash flows. **Key changes:** - Reworded sentence: "Substantially all of our business has experienced, and is expected to continue to experience, cycles relating to industry capacity, customer demand, and general economic conditions." - Reworded sentence: "Taking into account ongoing inflationary conditions in domestic and global markets, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected, and may continue to adversely affect, our operations." - Reworded sentence: "Product prices and sales volumes have fallen in the past in periods and regions where demand was lower than available supply, and there can be no assurance that this will not recur." **Prior (2024):** CHANGES IN THE COST OR AVAILABILITY OF RAW MATERIALS, ENERGY AND TRANSPORTATION HAVE RECENTLY AFFECTED, AND COULD CONTINUE TO AFFECT OUR PROFITABILITY. We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party companies that transport our goods. The market price of virgin wood fiber varies based upon availability and source. The global supply and demand for recycled fiber may be affected by factors such as trade policies between countries, individual governments' legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in the U.S. and globally, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected and is expected to continue to adversely affect our results of operations. Energy prices, in particular prices for oil and natural gas, have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Moreover, the availability of labor and the market price for fuel may affect our costs for third-party transportation. In addition, because our businesses operate in highly competitive industry segments, we may have not always been able, and may in the future be unable to recoup past or future increases in the costs of any raw materials, energy sources or transportation sources through price increases to our customers. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials, energy sources and transportation sources. FLUCTUATIONS IN THE PRICES OF AND THE DEMAND FOR OUR PRODUCTS DUE TO FACTORS SUCH AS ECONOMIC CYCLICALITY AND CHANGES IN CUSTOMER OR CONSUMER PREFERENCES, AND GOVERNMENT REGULATION COULD MATERIALLY AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. In addition, changes in customer or consumer preferences may increase or decrease the demand for our fiber-based products and non-fiber substitutes. Moreover, customer and consumer preferences are constantly changing based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. These preferences may affect the prices of our products. In addition, regulatory developments, such as new or developing regulation or single-use packaging products could significantly alter the market for our products. Consequently, our financial results are sensitive to changes in the pricing, and supply and demand for our products. In addition, our reputation and financial results may be adversely affected if we fail to anticipate trends that would enable us to offer products that respond to changing customer preferences and technological and regulatory developments.COMPETITION IN THE U.S. AND INTERNATIONALLY COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS. We operate in a competitive environment, both in the U.S. and internationally, in all of our operating segments. Our products compete with similar products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, marketing, distribution and pricing strategies pursued or achieved by competitors, the increased use of artificial intelligence and machine learning solutions in our industry, and the entry of new competitors into the markets we serve could negatively impact our financial results. In addition, our products also compete, in some instances, with companies in other industries that produce substitutes for wood-fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward such substitute products may adversely affect our business and financial results. RISKS RELATING TO OUR OPERATIONSMATERIAL DISRUPTIONS AT ONE OF OUR MANUFACTURING FACILITIES COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS. We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at our corporate headquarters or one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial condition. Any of our manufacturing facilities, or any of our machines within an otherwise consumer preferences may increase or decrease the demand for our fiber-based products and non-fiber substitutes. Moreover, customer and consumer preferences are constantly changing based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. These preferences may affect the prices of our products. In addition, regulatory developments, such as new or developing regulation or single-use packaging products could significantly alter the market for our products. Consequently, our financial results are sensitive to changes in the pricing, and supply and demand for our products. In addition, our reputation and financial results may be adversely affected if we fail to anticipate trends that would enable us to offer products that respond to changing customer preferences and technological and regulatory developments. COMPETITION IN THE U.S. AND INTERNATIONALLY COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS. We operate in a competitive environment, both in the U.S. and internationally, in all of our operating segments. Our products compete with similar products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, marketing, distribution and pricing strategies pursued or achieved by competitors, the increased use of artificial intelligence and machine learning solutions in our industry, and the entry of new competitors into the markets we serve could negatively impact our financial results. In addition, our products also compete, in some instances, with companies in other industries that produce substitutes for wood-fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward such substitute products may adversely affect our business and financial results. **Current (2025):** Substantially all of our business has experienced, and is expected to continue to experience, cycles relating to industry capacity, customer demand, and general economic conditions. The length and magnitude of these cycles have varied over time and by product. Product prices and sales volumes have fallen in the past in periods and regions where demand was lower than available supply, and there can be no assurance that this will not recur. New or existing producers of pulp or paper products may add or adjust capacity affecting available supply. Further, changes in customer or consumer preferences may increase or decrease the demand for fiber-based products and non-fiber substitutes. Customer and consumer preferences change based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. In some areas, customers have increasingly shown interest in environmentally-friendly products such as fiber-based packaging. Advances in non-fiber technologies such as plastic packaging or other materials could result in decreased demand for our products. In addition, legal developments, such as new governmental regulations on single-use packaging products could significantly alter the market for our products. Any of the foregoing, including a failure to anticipate and respond to changing trends, customer preferences and technological and regulatory developments could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. A lack of investor confidence in the paper and packaging industry could also have a negative impact on our business, financial condition, results of operations and/or future prospects.Changes in the cost and availability of raw materials, energy and transportation have recently affected, and could continue to affect, our profitability. We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party transport companies. The market price of virgin wood fiber varies based upon availability, demand, quality, and source. The global supply and demand for recycled fiber may be affected by factors such as trade policies between countries, individual governments' legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in domestic and global markets, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected, and may continue to adversely affect, our operations. economic conditions. The length and magnitude of these cycles have varied over time and by product. Product prices and sales volumes have fallen in the past in periods and regions where demand was lower than available supply, and there can be no assurance that this will not recur. New or existing producers of pulp or paper products may add or adjust capacity affecting available supply. Further, changes in customer or consumer preferences may increase or decrease the demand for fiber-based products and non-fiber substitutes. Customer and consumer preferences change based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. In some areas, customers have increasingly shown interest in environmentally-friendly products such as fiber-based packaging. Advances in non-fiber technologies such as plastic packaging or other materials could result in decreased demand for our products. In addition, legal developments, such as new governmental regulations on single-use packaging products could significantly alter the market for our products. Any of the foregoing, including a failure to anticipate and respond to changing trends, customer preferences and technological and regulatory developments could have a material adverse effect on our business, financial condition, results of operations and/or future prospects. A lack of investor confidence in the paper and packaging industry could also have a negative impact on our business, financial condition, results of operations and/or future prospects. --- ## Modified: Our pension and health care costs are subject to numerous factors which could cause these costs to change. **Key changes:** - Removed sentence: "OUR PENSION AND HEALTH CARE COSTS ARE SUBJECT TO NUMEROUS FACTORS WHICH COULD CAUSE THESE COSTS TO CHANGE." - Reworded sentence: "salaried employees hired prior to July 1, 2004, and substantially all hourly union and non-union employees regardless of hire date." - Reworded sentence: "employees, as well as financial assistance toward the cost of individual retiree medical coverage for certain former U.S." - Reworded sentence: "If any of these factors cause pension costs or health care benefits to increase in future periods, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow." - Reworded sentence: "As of December 31, 2024, we had an overfunded U.S." **Prior (2024):** OUR PENSION AND HEALTH CARE COSTS ARE SUBJECT TO NUMEROUS FACTORS WHICH COULD CAUSE THESE COSTS TO CHANGE. We have defined benefit pension plans covering substantially all U.S. salaried employees hired prior to July 1, 2004 (or later for certain acquired populations, as described in Note 18. Retirement Plans, on pages 82 through 87, in Item 8. Financial Statements and Supplementary Data) and substantially all hourly union and non-union employees regardless of hire date. We froze participation under these plans for U.S. salaried employees, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. We provide retiree health care benefits to certain former U.S. employees, as well as financial assistance towards the cost of individual retiree medical coverage for certain former U.S. salaried employees. Our pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan's funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight.OUR U.S. FUNDED PENSION PLAN IS CURRENTLY FULLY FUNDED ON A PROJECTED BENEFIT OBLIGATION BASIS; HOWEVER, THE POSSIBILITY EXISTS THAT OVER TIME WE MAY BE REQUIRED TO MAKE CASH PAYMENTS TO THE PLAN, REDUCING THE CASH AVAILABLE FOR OUR BUSINESS. We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of plan assets. At December 31, 2023, we had an overfunded U.S. qualified pension asset balance of $118 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification ("ASC") 715, "Compensation - Retirement Benefits," at December 31, 2023 was $146 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. substantially all U.S. salaried employees hired prior to July 1, 2004 (or later for certain acquired populations, as described in Note 18. Retirement Plans, on pages 82 through 87, in Item 8. Financial Statements and Supplementary Data) and substantially all hourly union and non-union employees regardless of hire date. We froze participation under these plans for U.S. salaried employees, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. We provide retiree health care benefits to certain former U.S. employees, as well as financial assistance towards the cost of individual retiree medical coverage for certain former U.S. salaried employees. Our pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan's funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight. OUR U.S. FUNDED PENSION PLAN IS CURRENTLY FULLY FUNDED ON A PROJECTED BENEFIT OBLIGATION BASIS; HOWEVER, THE POSSIBILITY EXISTS THAT OVER TIME WE MAY BE REQUIRED TO MAKE CASH PAYMENTS TO THE PLAN, REDUCING THE CASH AVAILABLE FOR OUR BUSINESS. We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of plan assets. At December 31, 2023, we had an overfunded U.S. qualified pension asset balance of $118 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification ("ASC") 715, "Compensation - Retirement Benefits," at December 31, 2023 was $146 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. 15 15 15 Table of Contents Table of Contents RISKS RELATING TO INDUSTRY CONDITIONSCHANGES IN THE COST OR AVAILABILITY OF RAW MATERIALS, ENERGY AND TRANSPORTATION HAVE RECENTLY AFFECTED, AND COULD CONTINUE TO AFFECT OUR PROFITABILITY. We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party companies that transport our goods. The market price of virgin wood fiber varies based upon availability and source. The global supply and demand for recycled fiber may be affected by factors such as trade policies between countries, individual governments' legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in the U.S. and globally, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected and is expected to continue to adversely affect our results of operations. Energy prices, in particular prices for oil and natural gas, have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Moreover, the availability of labor and the market price for fuel may affect our costs for third-party transportation. In addition, because our businesses operate in highly competitive industry segments, we may have not always been able, and may in the future be unable to recoup past or future increases in the costs of any raw materials, energy sources or transportation sources through price increases to our customers. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials, energy sources and transportation sources.FLUCTUATIONS IN THE PRICES OF AND THE DEMAND FOR OUR PRODUCTS DUE TO FACTORS SUCH AS ECONOMIC CYCLICALITY AND CHANGES IN CUSTOMER OR CONSUMER PREFERENCES, AND GOVERNMENT REGULATION COULD MATERIALLY AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. In addition, changes in customer or consumer preferences may increase or decrease the demand for our fiber-based products and non-fiber substitutes. Moreover, customer and consumer preferences are constantly changing based on, among other factors, cost, convenience, health concerns and perceptions and an increased awareness of sustainability considerations. These preferences may affect the prices of our products. In addition, regulatory developments, such as new or developing regulation or single-use packaging products could significantly alter the market for our products. Consequently, our financial results are sensitive to changes in the pricing, and supply and demand for our products. In addition, our reputation and financial results may be adversely affected if we fail to anticipate trends that would enable us to offer products that respond to changing customer preferences and technological and regulatory developments.COMPETITION IN THE U.S. AND INTERNATIONALLY COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS. We operate in a competitive environment, both in the U.S. and internationally, in all of our operating segments. Our products compete with similar products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, marketing, distribution and pricing strategies pursued or achieved by competitors, the increased use of artificial intelligence and machine learning solutions in our industry, and the entry of new competitors into the markets we serve could negatively impact our financial results. In addition, our products also compete, in some instances, with companies in other industries that produce substitutes for wood-fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward such substitute products may adversely affect our business and financial results. RISKS RELATING TO OUR OPERATIONSMATERIAL DISRUPTIONS AT ONE OF OUR MANUFACTURING FACILITIES COULD NEGATIVELY IMPACT OUR FINANCIAL RESULTS. We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at our corporate headquarters or one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial condition. Any of our manufacturing facilities, or any of our machines within an otherwise RISKS RELATING TO INDUSTRY CONDITIONSCHANGES IN THE COST OR AVAILABILITY OF RAW MATERIALS, ENERGY AND TRANSPORTATION HAVE RECENTLY AFFECTED, AND COULD CONTINUE TO AFFECT OUR PROFITABILITY. We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party companies that transport our goods. The market price of virgin wood fiber varies based upon availability and source. The global supply and demand for recycled fiber may be affected by factors such as trade policies between countries, individual governments' legislation and regulations, and general macroeconomic conditions. In addition, the increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in the U.S. and globally, we have experienced, and may continue to experience, a significant increase in various costs, including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected and is expected to continue to adversely affect our results of operations. Energy prices, in particular prices for oil and natural gas, have fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Moreover, the availability of labor and the market price for fuel may affect our costs for third-party transportation. In addition, because our businesses operate in highly competitive industry segments, we may have not always been able, and may in the future be unable to recoup past or future increases in the costs of any raw materials, energy sources or transportation sources through price increases to our customers. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials, energy sources and transportation sources.FLUCTUATIONS IN THE PRICES OF AND THE DEMAND FOR OUR PRODUCTS DUE TO FACTORS SUCH AS ECONOMIC CYCLICALITY AND CHANGES IN CUSTOMER OR CONSUMER PREFERENCES, AND GOVERNMENT REGULATION COULD MATERIALLY AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS. Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. In addition, changes in customer or **Current (2025):** We have defined benefit pension plans covering substantially all U.S. salaried employees hired prior to July 1, 2004, and substantially all hourly union and non-union employees regardless of hire date. We froze participation for U.S. salaried employees under these plans, including credited service and compensation on or after January 1, 2019; however, the pension freeze does not affect benefits accrued through December 31, 2018. We provide retiree health care benefits to certain former U.S. employees, as well as financial assistance toward the cost of individual retiree medical coverage for certain former U.S. salaried employees. Pension costs are dependent upon numerous factors resulting from actual plan experience and assumptions of future experience. Pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in actual market returns on plan assets, changes in general interest rates and in the number of retirees may impact pension costs in future periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan's funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight. If any of these factors cause pension costs or health care benefits to increase in future periods, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow. Our U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time we may be required to make cash payments to the plan, reducing the cash available for our business. We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of plan assets. As of December 31, 2024, we had an overfunded U.S. qualified pension with a surplus of $92 million. When aggregated with U.S. nonqualified pension obligations, the benefit deficit recorded under the provisions of Accounting Standards Codification 715, "Compensation - Retirement Benefits," as of December 31, 2024 was $156 million. The amount and timing of future contributions, which could be material, will depend upon a number of factors, including the actual earnings, changes in values of plan assets and changes in interest rates. If benefit obligations under the U.S. qualified pension exceed the value of plan assets by more than permitted under applicable statutory minimum funding requirements, then we may be required to make additional contributions to the U.S. qualified pension. Such contributions may have an adverse effect on our operational results and cash flow.ITEM 1B. UNRESOLVED STAFF COMMENTSNone.ITEM 1C. CYBERSECURITYRISK MANAGEMENT AND STRATEGYThe Company's cybersecurity risk management processes are integrated into our overall risk management system. The Company has a formalized enterprise risk management program overseen by the periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan's funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight. If any of these factors cause pension costs or health care benefits to increase in future periods, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow. --- ## Modified: SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES **Key changes:** - Reworded sentence: "In millionsClassification20242023AssetsOperating lease assetsRight of use assets$433 $448 Finance lease assetsPlants, properties and equipment, net (a)39 47 Total leased assets$472 $495 LiabilitiesCurrentOperatingOther current liabilities$156 $153 FinanceNotes payable and current maturities of long-term debt11 11 NoncurrentOperatingLong-term lease obligations292 312 FinanceLong-term debt38 44 Total lease liabilities$497 $520 Plants, properties and equipment, net (a) Plants, properties and equipment, net (a) Other current liabilities Other current liabilities Notes payable and current maturities of long-term debt Notes payable and current maturities of long-term debt Long-term debt Long-term debt (a) Finance leases are recorded net of accumulated amortization of $70 million and $67 million at December 31, 2024 and 2023, respectively." **Prior (2024):** In millionsClassification20232022AssetsOperating lease assetsRight of use assets$448 $424 Finance lease assetsPlants, properties and equipment, net (a)47 49 Total leased assets$495 $473 LiabilitiesCurrentOperatingOther current liabilities$153 $147 FinanceNotes payable and current maturities of long-term debt11 10 NoncurrentOperatingLong-term lease obligations312 283 FinanceLong-term debt44 49 Total lease liabilities$520 $489 Plants, properties and equipment, net (a) Plants, properties and equipment, net (a) Other current liabilities Other current liabilities Notes payable and current maturities of long-term debt Notes payable and current maturities of long-term debt Long-term debt Long-term debt (a) Finance leases are recorded net of accumulated amortization of $67 million and $59 million at December 31, 2023 and 2022, respectively. 68 68 68 Table of Contents Table of Contents LEASE TERM AND DISCOUNT RATEIn millions20232022Weighted average remaining lease term (years)Operating leases4.0 years4.1 yearsFinance leases7.7 years8.4 yearsWeighted average discount rateOperating leases3.99 %2.96 %Finance leases4.78 %4.57 %SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASESIn millions202320222021Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$180 $160 $166 Operating cash flows related to financing leases3 3 4 Financing cash flows related to finance leases13 10 14 Right of use assets obtained in exchange for lease liabilitiesOperating leases216 221 156 Finance leases12 6 9 MATURITY OF LEASE LIABILITIESIn millionsOperating Leases Financing LeasesTotal2024$171 $14 $185 2025127 12 139 202689 11 100 202760 10 70 202833 8 41 Thereafter31 14 45 Total lease payments511 69 580 Less imputed interest46 14 60 Present value of lease liabilities $465 $55 $520 NOTE 11 EQUITY METHOD INVESTMENTSThe Company accounts for the following investments under the equity method of accounting.ILIM S.A. ("Ilim")On September 18, 2023, pursuant to a previously announced agreement, the Company completed the sale of its 50% equity interest in Ilim, which was a joint venture that operated a pulp and paper business in Russia and has subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also completed the sale of all of its Ilim Group shares (constituting a 2.39% stake) for $24 million, and divested other non-material residual interests associated with Ilim, to its joint venture partners. Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in connection with the sale of our investment. The Company reclassified currency translation adjustments in AOCI of $517 million to the investment at the completion of the transaction.As of December 31, 2022 and for all subsequent periods, the Company concluded that the held for sale balance sheet classification criteria had been met and classified the investment as Assets held for sale in the consolidated balance sheet. Also, all current and historical results of the Ilim investment have been presented as Discontinued Operations, net of taxes in the consolidated statement of operations.Also in conjunction with the previously announced agreement entered into in January 2023 to sell the Company's ownership interests in Ilim and related offer for the Company's shares in Ilim Group, a determination was made that in the fourth quarter of 2022 and for all subsequent periods through the third quarter 2023, the combined book value of our investments, plus associated cumulative translation losses, exceeded fair value based upon the agreed upon transaction price of $484 million for Ilim and the offer price of $24 million for Ilim Group and the company recorded impairment charges as presented in the table below. LEASE TERM AND DISCOUNT RATEIn millions20232022Weighted average remaining lease term (years)Operating leases4.0 years4.1 yearsFinance leases7.7 years8.4 yearsWeighted average discount rateOperating leases3.99 %2.96 %Finance leases4.78 %4.57 %SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASESIn millions202320222021Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$180 $160 $166 Operating cash flows related to financing leases3 3 4 Financing cash flows related to finance leases13 10 14 Right of use assets obtained in exchange for lease liabilitiesOperating leases216 221 156 Finance leases12 6 9 MATURITY OF LEASE LIABILITIESIn millionsOperating Leases Financing LeasesTotal2024$171 $14 $185 2025127 12 139 202689 11 100 202760 10 70 202833 8 41 Thereafter31 14 45 Total lease payments511 69 580 Less imputed interest46 14 60 Present value of lease liabilities $465 $55 $520 **Current (2025):** In millionsClassification20242023AssetsOperating lease assetsRight of use assets$433 $448 Finance lease assetsPlants, properties and equipment, net (a)39 47 Total leased assets$472 $495 LiabilitiesCurrentOperatingOther current liabilities$156 $153 FinanceNotes payable and current maturities of long-term debt11 11 NoncurrentOperatingLong-term lease obligations292 312 FinanceLong-term debt38 44 Total lease liabilities$497 $520 Plants, properties and equipment, net (a) Plants, properties and equipment, net (a) Other current liabilities Other current liabilities Notes payable and current maturities of long-term debt Notes payable and current maturities of long-term debt Long-term debt Long-term debt (a) Finance leases are recorded net of accumulated amortization of $70 million and $67 million at December 31, 2024 and 2023, respectively. LEASE TERM AND DISCOUNT RATEIn millions20242023Weighted average remaining lease term (years)Operating leases 3.6 years4.0 yearsFinance leases7.2 years7.7 yearsWeighted average discount rateOperating leases4.34 %3.99 %Finance leases4.93 %4.78 %SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASESIn millions202420232022Cash paid for amounts included in the measurement of lease liabilitiesOperating cash flows related to operating leases$202 $180 $160 Operating cash flows related to financing leases3 3 3 Financing cash flows related to finance leases9 13 10 Right of use assets obtained in exchange for lease liabilitiesOperating leases185 216 221 Finance leases6 12 6 MATURITY OF LEASE LIABILITIESIn millionsOperating Leases Financing LeasesTotal2025$175 $13 $188 2026133 12 145 202794 10 104 202849 8 57 202921 7 28 Thereafter21 13 34 Total lease payments493 63 556 Less imputed interest45 14 59 Present value of lease liabilities $448 $49 $497 --- ## Modified: CONSOLIDATED BALANCE SHEET **Key changes:** - Reworded sentence: "In millions, except per share amounts, at December 3120242023ASSETSCurrent AssetsCash and temporary investments$1,170 $1,113 Accounts and notes receivable (less allowances of $30 in 2024 and $34 in 2023)2,966 3,059 Contract assets396 433 Inventories1,784 1,889 Other current assets108 114 Total Current Assets6,424 6,608 Plants, Properties and Equipment, net9,658 10,150 Investments160 163 Long-Term Financial Assets of Variable Interest Entities (Note 14)2,331 2,312 Goodwill3,038 3,041 Overfunded Pension Plan Assets92 118 Right of Use Assets433 448 Deferred Charges and Other Assets664 421 TOTAL ASSETS$22,800 $23,261 LIABILITIES AND EQUITYCurrent LiabilitiesNotes payable and current maturities of long-term debt$193 $138 Accounts payable2,316 2,442 Accrued payroll and benefits749 397 Other current liabilities1,000 982 Total Current Liabilities4,258 3,959 Long-Term Debt5,368 5,455 Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 14)2,120 2,113 Deferred Income Taxes1,072 1,552 Underfunded Pension Benefit Obligation233 280 Postretirement and Postemployment Benefit Obligation133 140 Long-Term Lease Obligations292 312 Other Liabilities1,151 1,095 Commitments and Contingent Liabilities (Note 13)EquityCommon stock $1 par value, 2024 - 448.9 shares and 2023 - 448.9 shares449 449 Paid-in capital4,732 4,730 Retained earnings9,393 9,491 Accumulated other comprehensive loss(1,722)(1,565)12,852 13,105 Less: Common stock held in treasury, at cost, 2024 - 101.5 shares and 2023 - 102.9 shares4,679 4,750 Total Equity8,173 8,355 TOTAL LIABILITIES AND EQUITY$22,800 $23,261 Accounts and notes receivable (less allowances of $30 in 2024 and $34 in 2023) Common stock $1 par value, 2024 - 448.9 shares and 2023 - 448.9 shares Less: Common stock held in treasury, at cost, 2024 - 101.5 shares and 2023 - 102.9 shares The accompanying notes are an integral part of these financial statements." **Prior (2024):** In millions, except per share amounts, at December 3120232022ASSETSCurrent AssetsCash and temporary investments$1,113 $804 Accounts and notes receivable (less allowances of $34 in 2023 and $31 in 2022)3,059 3,284 Contract assets433 481 Inventories1,889 1,942 Assets held for sale - 133 Other current assets114 126 Total Current Assets6,608 6,770 Plants, Properties and Equipment, net10,150 10,431 Investments163 186 Long-Term Financial Assets of Variable Interest Entities (Note 15)2,312 2,294 Goodwill3,041 3,041 Overfunded Pension Plan Assets118 297 Right of Use Assets448 424 Deferred Charges and Other Assets421 497 TOTAL ASSETS$23,261 $23,940 LIABILITIES AND EQUITYCurrent LiabilitiesNotes payable and current maturities of long-term debt$138 $763 Accounts payable2,442 2,708 Accrued payroll and benefits397 355 Other current liabilities982 1,174 Total Current Liabilities3,959 5,000 Long-Term Debt5,455 4,816 Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 15)2,113 2,106 Deferred Income Taxes1,552 1,732 Underfunded Pension Benefit Obligation280 281 Postretirement and Postemployment Benefit Obligation140 150 Long-Term Lease Obligations312 283 Other Liabilities1,095 1,075 Commitments and Contingent Liabilities (Note 14)EquityCommon stock $1 par value, 2023 - 448.9 shares and 2022 - 448.9 shares449 449 Paid-in capital4,730 4,725 Retained earnings9,491 9,855 Accumulated other comprehensive loss(1,565)(1,925)13,105 13,104 Less: Common stock held in treasury, at cost, 2023 - 102.9 shares and 2022 - 98.6 shares4,750 4,607 Total Equity8,355 8,497 TOTAL LIABILITIES AND EQUITY$23,261 $23,940 Accounts and notes receivable (less allowances of $34 in 2023 and $31 in 2022) Common stock $1 par value, 2023 - 448.9 shares and 2022 - 448.9 shares Less: Common stock held in treasury, at cost, 2023 - 102.9 shares and 2022 - 98.6 shares The accompanying notes are an integral part of these financial statements. 53 53 53 Table of Contents Table of Contents **Current (2025):** In millions, except per share amounts, at December 3120242023ASSETSCurrent AssetsCash and temporary investments$1,170 $1,113 Accounts and notes receivable (less allowances of $30 in 2024 and $34 in 2023)2,966 3,059 Contract assets396 433 Inventories1,784 1,889 Other current assets108 114 Total Current Assets6,424 6,608 Plants, Properties and Equipment, net9,658 10,150 Investments160 163 Long-Term Financial Assets of Variable Interest Entities (Note 14)2,331 2,312 Goodwill3,038 3,041 Overfunded Pension Plan Assets92 118 Right of Use Assets433 448 Deferred Charges and Other Assets664 421 TOTAL ASSETS$22,800 $23,261 LIABILITIES AND EQUITYCurrent LiabilitiesNotes payable and current maturities of long-term debt$193 $138 Accounts payable2,316 2,442 Accrued payroll and benefits749 397 Other current liabilities1,000 982 Total Current Liabilities4,258 3,959 Long-Term Debt5,368 5,455 Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 14)2,120 2,113 Deferred Income Taxes1,072 1,552 Underfunded Pension Benefit Obligation233 280 Postretirement and Postemployment Benefit Obligation133 140 Long-Term Lease Obligations292 312 Other Liabilities1,151 1,095 Commitments and Contingent Liabilities (Note 13)EquityCommon stock $1 par value, 2024 - 448.9 shares and 2023 - 448.9 shares449 449 Paid-in capital4,732 4,730 Retained earnings9,393 9,491 Accumulated other comprehensive loss(1,722)(1,565)12,852 13,105 Less: Common stock held in treasury, at cost, 2024 - 101.5 shares and 2023 - 102.9 shares4,679 4,750 Total Equity8,173 8,355 TOTAL LIABILITIES AND EQUITY$22,800 $23,261 Accounts and notes receivable (less allowances of $30 in 2024 and $34 in 2023) Common stock $1 par value, 2024 - 448.9 shares and 2023 - 448.9 shares Less: Common stock held in treasury, at cost, 2024 - 101.5 shares and 2023 - 102.9 shares The accompanying notes are an integral part of these financial statements. 60 60 60 Table of Contents Table of Contents --- ## Modified: BUSINESS SEGMENT RESULTS **Key changes:** - Reworded sentence: "The Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers." **Prior (2024):** The following tables present net sales and operating profit (loss) which is the Company's measure of segment profitability. **Current (2025):** The Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers. On September 18, 2023, the Company completed the sale of its Ilim equity investment and, as a result, all historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable segment. The following tables present net sales and business segment operating profit (loss), which is the Company's measure of segment profitability. Business segment operating profit (loss) is a measure reported to our management for purposes of making decisions about allocating resources to our business segments and assessing the performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280 - "Segment Reporting". During 2024, business segment operating profits (losses) used by the chief operating decision maker were adjusted to include accelerated depreciation as part of the measure of business performance. As such, results for the year ended December 31, 2023 have been recast to reflect $422 million for accelerated depreciation related to mill strategic actions in business segment operating profit (losses). For additional information regarding business segment operating profit (loss), including a description of the manner in which business segment operating profit (loss) is calculated, see Note 20 - Financial Information by Business Segment starting on page 95 of Item 8. Financial Statements and Supplementary Data. --- ## Modified: CASH PROVIDED BY OPERATING ACTIVITIES **Key changes:** - Reworded sentence: "Cash provided by operations, including discontinued operations, totaled $1.7 billion in 2024, compared with $1.8 billion for 2023." **Prior (2024):** Cash provided by operations, including discontinued operations, totaled $1.8 billion in 2023, compared with $2.2 billion for 2022. Cash used by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $2 million in 2023, compared with cash used by working capital components of $145 million in 2022. Cash dividends received from equity investments were $13 million in 2023, compared with $204 million in 2022. **Current (2025):** Cash provided by operations, including discontinued operations, totaled $1.7 billion in 2024, compared with $1.8 billion for 2023. Cash used by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $10 million in 2024, compared with cash used by working capital components of $2 million in 2023. Cash dividends received from equity investments were $13 million in 2023. There were no cash dividends received from equity method investments in 2024. The change in cash provided by operations in 2024 compared to the 2023 period was primarily due to lower accounts receivable cash receipts due to the timing of sales, partially offset by higher incentive compensation. INVESTMENT ACTIVITIESCash used for investment activities totaled $808 million in 2024 compared with $668 million in 2023. The increase in cash used for investment activities in 2024 compared to 2023 is mainly due to proceeds from sales of equity method investments of $472 million received in 2023. Additionally, 2024 includes lower capital spending and proceeds from insurance recoveries and the sale of fixed assets.Capital spending was $921 million in 2024, or 71% of depreciation and amortization, compared with $1.1 billion in 2023, or 80% of depreciation and amortization. Capital spending as a percentage of depreciation and amortization was impacted by accelerated depreciation of $233 million and $422 million for the years ended December 31, 2024 and December 31, 2023, respectively, related to mill strategic actions and other 80/20 strategic actions.The following table shows capital spending by business segment for the years ended December 31, 2024 and 2023: In millions20242023Industrial Packaging$763 $928 Global Cellulose Fibers133 177 Subtotal896 1,105 Corporate and other25 36 Capital Spending$921 $1,141 Acquisitions See Note 7 Acquisitions on page 72 of Item 8. Financial Statements and Supplementary Data for a discussion of the Company's acquisitions.FINANCING ACTIVITIESFinancing activities during 2024 included debt issuances of $102 million and reductions of $141 million for a net decrease of $39 million. Financing activities during 2023 included debt issuances of $783 million and reductions of $780 million. working capital components of $2 million in 2023. Cash dividends received from equity investments were $13 million in 2023. There were no cash dividends received from equity method investments in 2024. The change in cash provided by operations in 2024 compared to the 2023 period was primarily due to lower accounts receivable cash receipts due to the timing of sales, partially offset by higher incentive compensation. --- ## Modified: OTHER INTANGIBLES **Key changes:** - Reworded sentence: "Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying consolidated balance sheet and comprised the following: 20242023In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$489 $360 $129 $494 $335 $159 Tradenames, patents and trademarks, and developed technology170 162 8 170 154 16 Land and water rights8 2 6 8 2 6 Other19 17 2 21 19 2 Total $686 $541 $145 $693 $510 $183 20242023In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$489 $360 $129 $494 $335 $159 Tradenames, patents and trademarks, and developed technology170 162 8 170 154 16 Land and water rights8 2 6 8 2 6 Other19 17 2 21 19 2 Total $686 $541 $145 $693 $510 $183 20242023In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$489 $360 $129 $494 $335 $159 Tradenames, patents and trademarks, and developed technology170 162 8 170 154 16 Land and water rights8 2 6 8 2 6 Other19 17 2 21 19 2 Total $686 $541 $145 $693 $510 $183 The Company recognized the following amounts as amortization expense related to intangible assets: In millions202420232022Amortization expense related to intangible assets$37 $37 $44 Based on current intangibles subject to amortization, estimated amortization expense for each of the succeeding years is as follows: 2025 - $38 million, 2026 - $29 million, 2027 - $10 million, 2028 - $8 million, 2029 - $7 million, and cumulatively thereafter - $47 million." **Prior (2024):** Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying consolidated balance sheet and comprised the following: 20232022In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$494 $335 $159 $490 $303 $187 Tradenames, patents and trademarks, and developed technology170 154 16 170 146 24 Land and water rights8 2 6 8 2 6 Other21 19 2 23 20 3 Total $693 $510 $183 $691 $471 $220 20232022In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$494 $335 $159 $490 $303 $187 Tradenames, patents and trademarks, and developed technology170 154 16 170 146 24 Land and water rights8 2 6 8 2 6 Other21 19 2 23 20 3 Total $693 $510 $183 $691 $471 $220 20232022In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$494 $335 $159 $490 $303 $187 Tradenames, patents and trademarks, and developed technology170 154 16 170 146 24 Land and water rights8 2 6 8 2 6 Other21 19 2 23 20 3 Total $693 $510 $183 $691 $471 $220 The Company recognized the following amounts as amortization expense related to intangible assets: In millions202320222021Amortization expense related to intangible assets$37 $44 $44 Based on current intangibles subject to amortization, estimated amortization expense for each of the succeeding years is as follows: 2024 - $40 million, 2025 - $36 million, 2026 - $29 million, 2027 - $11 million, 2028 - $8 million, and cumulatively thereafter - $53 million. NOTE 13 INCOME TAXESThe components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202320222021Earnings (loss)U.S.$129 $1,469 $906 Non-U.S.253 42 93 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$382 $1,511 $999 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows:In millions202320222021Current tax provision (benefit)U.S. federal$157 $454 $413 U.S. state and local16 56 47 Non-U.S.42 27 37 $215 $537 $497 Deferred tax provision (benefit)U.S. federal$(164)$(775)$(274)U.S. state and local3 (39)(27)Non-U.S.5 41 (8) $(156)$(773)$(309)Income tax provision (benefit)$59 $(236)$188 NOTE 13 INCOME TAXESThe components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202320222021Earnings (loss)U.S.$129 $1,469 $906 Non-U.S.253 42 93 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$382 $1,511 $999 **Current (2025):** Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying consolidated balance sheet and comprised the following: 20242023In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$489 $360 $129 $494 $335 $159 Tradenames, patents and trademarks, and developed technology170 162 8 170 154 16 Land and water rights8 2 6 8 2 6 Other19 17 2 21 19 2 Total $686 $541 $145 $693 $510 $183 20242023In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$489 $360 $129 $494 $335 $159 Tradenames, patents and trademarks, and developed technology170 162 8 170 154 16 Land and water rights8 2 6 8 2 6 Other19 17 2 21 19 2 Total $686 $541 $145 $693 $510 $183 20242023In millions at December 31GrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsGrossCarryingAmountAccumulatedAmortizationNet Intangible AssetsCustomer relationships and lists$489 $360 $129 $494 $335 $159 Tradenames, patents and trademarks, and developed technology170 162 8 170 154 16 Land and water rights8 2 6 8 2 6 Other19 17 2 21 19 2 Total $686 $541 $145 $693 $510 $183 The Company recognized the following amounts as amortization expense related to intangible assets: In millions202420232022Amortization expense related to intangible assets$37 $37 $44 Based on current intangibles subject to amortization, estimated amortization expense for each of the succeeding years is as follows: 2025 - $38 million, 2026 - $29 million, 2027 - $10 million, 2028 - $8 million, 2029 - $7 million, and cumulatively thereafter - $47 million. 76 76 76 Table of Contents Table of Contents NOTE 12 INCOME TAXESThe components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202420232022Earnings (loss)U.S.$(140)$129 $1,469 Non-U.S.287 253 42 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$147 $382 $1,511 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows:In millions202420232022Current tax provision (benefit)U.S. federal$(4)$157 $454 U.S. state and local20 16 56 Non-U.S.42 42 27 $58 $215 $537 Deferred tax provision (benefit)U.S. federal$(367)$(164)$(775)U.S. state and local(98)3 (39)Non-U.S.(8)5 41 $(473)$(156)$(773)Income tax provision (benefit)$(415)$59 $(236)The Company's deferred income tax provision (benefit) includes a $1 million expense, a $6 million benefit and an $3 million benefit for 2024, 2023 and 2022, respectively, for the effect of various changes in non-U.S. and U.S. federal and state tax rates.International Paper made income tax payments, net of refunds, of $394 million, $340 million and $345 million in 2024, 2023 and 2022, respectively.A reconciliation of income tax expense using the statutory U.S. income tax rate compared with the actual income tax provision follows: In millions202420232022Earnings (loss) from continuingoperations before income taxesand equity earnings$147 $382 $1,511 Statutory U.S. income tax rate21 %21 %21 %Tax expense (benefit) using statutory U.S. income tax rate31 80 317 State and local income taxes(62)2 44 Impact of rate differential on non-U.S. permanent differences and earnings(26)(10)1 Foreign valuation allowance - - 45 Tax expense (benefit) on exchange of Sylvamo shares - - (56)Non-taxable income(4)(2)(2)Non-deductible business expenses21 7 2 Non-deductible impairments - - 16 Non-deductible compensation8 7 13 Tax audits - (4)6 Timber Monetization Audit Settlement - - (604)Foreign derived intangible income deduction - 2 (8)US tax on non-U.S. earnings (GILTI and Subpart F)32 - 27 Foreign tax credits7 8 8 General business and other tax credits(31)(38)(43)Tax expense (benefit) on equity earnings(1)(4)(1)Legal entity restructuring expense (benefit)(391)4 - Other, net1 7 (1)Income tax provision (benefit)$(415)$59 $(236)Effective income tax rate(282)%15 %(16)% NOTE 12 INCOME TAXESThe components of International Paper's earnings from continuing operations before income taxes and equity earnings by taxing jurisdiction were as follows: In millions202420232022Earnings (loss)U.S.$(140)$129 $1,469 Non-U.S.287 253 42 Earnings (loss) from continuing operations before income taxes and equity earnings (losses)$147 $382 $1,511 The provision (benefit) for income taxes from continuing operations (excluding noncontrolling interests) by taxing jurisdiction was as follows:In millions202420232022Current tax provision (benefit)U.S. federal$(4)$157 $454 U.S. state and local20 16 56 Non-U.S.42 42 27 $58 $215 $537 Deferred tax provision (benefit)U.S. federal$(367)$(164)$(775)U.S. state and local(98)3 (39)Non-U.S.(8)5 41 $(473)$(156)$(773)Income tax provision (benefit)$(415)$59 $(236)The Company's deferred income tax provision (benefit) includes a $1 million expense, a $6 million benefit and an $3 million benefit for 2024, 2023 and 2022, respectively, for the effect of various changes in non-U.S. and U.S. federal and state tax rates.International Paper made income tax payments, net of refunds, of $394 million, $340 million and $345 million in 2024, 2023 and 2022, respectively. --- ## Modified: Pension Obligations and Funding **Key changes:** - Reworded sentence: "At December 31, 2024, the projected benefit obligation for the Company's U.S." - Reworded sentence: "GAAP was approximately $156 million higher than the fair value of plan assets, excluding non-U.S." - Reworded sentence: "The Company continually reassesses the amount and timing of any discretionary contributions and elected not to make any voluntary contributions in 2022, 2023 or 2024." - Removed sentence: "CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with U.S." - Removed sentence: "GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses." **Prior (2024):** At December 31, 2023, the projected benefit obligation for the Company's U.S. defined benefit plans determined under U.S. GAAP was approximately $146 million higher than the fair value of plan assets, excluding non-U.S. plans. Plans that are subject to minimum funding requirements had plan assets of $118 million higher than the projected benefit obligation. Under current IRS funding rules, the calculation of minimum funding requirements differs from the calculation of the present value of plan benefits (the "projected benefit obligation") for accounting purposes. Funding contributions depend on the funding methods selected by the Company. The selected methods allow for the smoothing of asset values and interest rates used to measure the funding obligations. The Company continually reassesses the amount and timing of any 40 40 40 Table of Contents Table of Contents discretionary contributions and elected not to make any voluntary contributions in 2021, 2022 or 2023. At this time, we do not expect to have any required contributions to our plans in 2024, although the Company may elect to make future voluntary contributions. The timing and amount of future contributions, which could be material, will depend on a number of factors, including the actual earnings and changes in values of plan assets and changes in interest rates. CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with U.S. GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain.Accounting policies whose application has had or is reasonably likely to have a material impact on the reported results of operations and financial position of International Paper, and that can require a significant level of estimation or uncertainty by management that affect their application, include the accounting for contingencies, impairment or disposal of long-lived assets and goodwill, pensions and income taxes. Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm.CONTINGENT LIABILITIESAccruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The Company estimated the probable liability associated with environmental matters to be approximately $251 million and $243 million in the aggregate as of December 31, 2023 and 2022, respectively. Liabilities for asbestos-related matters require reviews of recent and historical claims data. The Company's total recorded liability with respect to pending and future asbestos-related claims was $97 million and $105 million, net of estimated insurance recoveries, as of December 31, 2023 and 2022, respectively. The Company utilizes its in-house legal counsel and environmental experts to develop estimates of its legal, environmental and asbestos obligations, supplemented as needed by third-party specialists to analyze its most complex contingent liabilities.IMPAIRMENT OF LONG-LIVED ASSETS AND GOODWILLLong-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable. A recoverability test is performed by comparing the undiscounted cash flows to carrying value of the assets. If the carrying amount is less than the undiscounted cash flows, the fair value of the assets is compared to the carrying value to determine if they are impaired. An impairment of a long-lived asset exists when the asset's carrying amount exceeds its fair value.We perform an annual goodwill impairment as of October 1. Additionally, interim assessments of possible impairments of goodwill are also made when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable through future operations. A goodwill impairment exists when the carrying amount of goodwill exceeds its fair value. The amount and timing of goodwill and long-lived asset impairment charges based on these assessments requires the estimation of future cash flows or the fair market value of the related assets based on management's best estimates of certain key factors, including future selling prices and volumes, operating, raw material, energy and freight costs, various other projected operating economic factors and other intended uses of the assets. ASU 2011-08, "Intangibles - Goodwill and Other," allows entities testing goodwill for impairment the option of performing a qualitative assessment before performing the quantitative goodwill impairment test. If a qualitative assessment is performed, an entity is not required to perform the quantitative goodwill impairment test unless the entity determines that, based on that qualitative assessment, it is more likely than not that its fair value is less than its carrying value. The North America Industrial Packaging reporting unit is the Company's only reporting unit with goodwill. As of October 1, 2023, we performed our annual goodwill impairment test for this reporting unit through a quantitative goodwill impairment test. For the 2023 quantitative assessment, the estimated fair value of discretionary contributions and elected not to make any voluntary contributions in 2021, 2022 or 2023. At this time, we do not expect to have any required contributions to our plans in 2024, although the Company may elect to make future voluntary contributions. The timing and amount of future contributions, which could be material, will depend on a number of factors, including the actual earnings and changes in values of plan assets and changes in interest rates. CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATESThe preparation of financial statements in conformity with U.S. GAAP requires International Paper to establish accounting policies and to make estimates that affect both the amounts and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require subjective judgments about matters that are inherently uncertain.Accounting policies whose application has had or is reasonably likely to have a material impact on the reported results of operations and financial position of International Paper, and that can require a significant level of estimation or uncertainty by management that affect their application, include the accounting for contingencies, impairment or disposal of long-lived assets and goodwill, pensions and income taxes. Management has discussed the selection of critical accounting policies and the effect of significant estimates with the Audit and Finance Committee of the Company's Board of Directors and with its independent registered public accounting firm.CONTINGENT LIABILITIESAccruals for contingent liabilities, including personal injury, product liability, environmental, asbestos and other legal matters, are recorded when it is probable that a liability has been incurred or an asset impaired and the amount of the loss can be reasonably estimated. Liabilities accrued for legal matters require judgments regarding projected outcomes and range of loss based on historical litigation and settlement experience and recommendations of legal counsel and, if applicable, other experts. Liabilities for environmental matters require evaluations of relevant environmental regulations and estimates of future remediation alternatives and costs. The Company estimated the probable liability associated with environmental matters to be approximately $251 million and $243 million in the aggregate as of December 31, 2023 and 2022, respectively. Liabilities for asbestos-related matters require reviews of recent and historical claims data. The Company's total recorded liability with respect to pending and future discretionary contributions and elected not to make any voluntary contributions in 2021, 2022 or 2023. At this time, we do not expect to have any required contributions to our plans in 2024, although the Company may elect to make future voluntary contributions. The timing and amount of future contributions, which could be material, will depend on a number of factors, including the actual earnings and changes in values of plan assets and changes in interest rates. **Current (2025):** At December 31, 2024, the projected benefit obligation for the Company's U.S. defined benefit plans determined under U.S. GAAP was approximately $156 million higher than the fair value of plan assets, excluding non-U.S. plans. Plans that are subject to minimum funding requirements had plan assets of $92 million higher than the projected benefit obligation. Under current IRS funding rules, the calculation of minimum funding requirements differs from the calculation of the present value of plan benefits (the "projected benefit obligation") for accounting purposes. Funding contributions depend on the funding methods selected by the Company. The selected methods allow for the smoothing of asset values and interest rates used to measure the funding obligations. The Company continually reassesses the amount and timing of any discretionary contributions and elected not to make any voluntary contributions in 2022, 2023 or 2024. At this time, we do not expect to have any required contributions to our plans in 2025, although the Company may elect to make future voluntary contributions. The timing and amount of future contributions, which could be material, will depend on a number of factors, including the actual earnings and changes in values of plan assets and changes in interest rates. --- ## Modified: LIQUIDITY AND CAPITAL RESOURCES **Key changes:** - Reworded sentence: "International Paper generated $1.7 billion of cash flow from operations for the year ended December 31, 2024, compared with $1.8 billion, including discontinued operations, in 2023." - Removed sentence: "RESULTS OF OPERATIONSWhile the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, Europe, Latin America, North Africa and the Middle East.Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates.Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization." - Removed sentence: "In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, supported by approximately $1.9 billion of credit facilities." **Prior (2024):** Including discontinued operations, International Paper generated $1.8 billion of cash flow from operations for the year ended December 31, 2023, compared with $2.2 billion in 2022. Capital spending for 2023 totaled $1.1 billion, or 80% of depreciation and amortization expense. Our liquidity position remains strong, supported by approximately $1.9 billion of credit facilities. RESULTS OF OPERATIONSWhile the operating results for International Paper's various business segments are driven by a number of business-specific factors, changes in International Paper's operating results are closely tied to changes in general economic conditions in North America, Europe, Latin America, North Africa and the Middle East.Factors that impact the demand for our products include industrial non-durable goods production, consumer preferences, consumer spending and movements in currency exchange rates.Product prices are affected by a variety of factors including general economic trends, inventory levels, currency exchange rate movements and worldwide capacity utilization. In addition to these revenue-related factors, net earnings are impacted by various cost drivers, the more significant of which include changes in raw material costs, principally wood, supported by approximately $1.9 billion of credit facilities. **Current (2025):** International Paper generated $1.7 billion of cash flow from operations for the year ended December 31, 2024, compared with $1.8 billion, including discontinued operations, in 2023. Capital spending for 2024 totaled $921 million, or 71% of depreciation and amortization expense. Our liquidity position remains strong, supported by approximately $1.9 billion of credit facilities. --- ## Modified: Opinion on Internal Control over Financial Reporting **Key changes:** - Reworded sentence: "We have audited the internal control over financial reporting of International Paper Company and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)." **Prior (2024):** These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the Audit and Finance Committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Retirement Plans - Plan Assets - Refer to Note 18 to the financial statementsCritical Audit Matter DescriptionAs of December 31, 2023, the Company's Qualified Pension Plan held approximately $2.7 billion in investments whose reported value is determined based on net asset value ("NAV"). The strategic asset allocation policy prescribed by the Company's Qualified Pension Plan includes permissible investments in certain hedge funds, private equity funds, and real estate funds whose reported values statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Current (2025):** We have audited the internal control over financial reporting of International Paper Company and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 21, 2025, expressed an unqualified opinion on those financial statements. --- ## Modified: COMPLETED BUSINESS COMBINATION OF DS SMITH **Key changes:** - Reworded sentence: "2024: On April 16, 2024, the Company issued an announcement, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers, disclosing the terms of a recommended offer by the Company to acquire the entire issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales ("DS Smith"), in an all-stock transaction (the "Business Combination")." - Reworded sentence: "The last-in, first-out inventory reserve was $336 million and $343 million at December 31, 2024 and 2023, respectively.PLANTS, PROPERTIES AND EQUIPMENT In millions at December 3120242023Pulp and packaging facilities$28,249 $28,661 Other properties and equipment1,031 1,050 Gross cost29,280 29,711 Less: Accumulated depreciation19,622 19,561 Plants, properties and equipment, net$9,658 $10,150 Non-cash additions to plants, properties and equipment included within accounts payable were $110 million, $141 million and $185 million at December 31, 2024, 2023 and 2022, respectively." **Prior (2024):** 2021: On May 31, 2021, the Company completed the sale of its 90.38% ownership interest in Olmuksan International Paper, a corrugated packaging business in Turkey, to Mondi Group for €66 million (approximately $81 million using the May 31, 2021 exchange rate). During the twelve months ended December 31, 2021, the Company recorded a net gain of $4 million ($2 million after taxes) related to the business working capital adjustment and cumulative foreign currency translation loss. In conjunction with the announced agreement in the fourth quarter of 2020, a determination was made that the current book value of the Olmuksan International Paper disposal group exceeded its estimated fair value of $79 million which was based on the agreed upon transaction price. As a result, a preliminary charge of $123 million (before and after taxes) was recorded during the fourth quarter of 2020. NOTE 9 SUPPLEMENTARY FINANCIAL STATEMENT INFORMATIONTEMPORARY INVESTMENTS Temporary investments with an original maturity of three months or less and money market funds with greater than three-month maturities but with the right to redeem without notices are treated as cash equivalents and are stated at cost. Temporary investments totaled $950 million and $690 million at December 31, 2023 and 2022, respectively.ACCOUNTS AND NOTES RECEIVABLEAccounts and notes receivable, net, by classification were: In millions at December 3120232022Accounts and notes receivable:Trade (less allowances of $34 in 2023 and $31 in 2022)$2,841 $3,064 Other218 220 Total$3,059 $3,284 INVENTORIES In millions at December 3120232022Raw materials$229 $267 Finished pulp and packaging products975 1,071 Operating supplies622 516 Other63 88 Inventories$1,889 $1,942 The last-in, first-out inventory method is used to value most of International Paper's U.S. inventories. Approximately 81% of total raw materials and finished products inventories were valued using this method. The last-in, first-out inventory reserve was $343 million and $282 million at December 31, 2023 and 2022, respectively.PLANTS, PROPERTIES AND EQUIPMENT In millions at December 3120232022Pulp and packaging facilities$28,661 $27,773 Other properties and equipment1,050 1,029 Gross cost29,711 28,802 Less: Accumulated depreciation19,561 18,371 Plants, properties and equipment, net$10,150 $10,431 Non-cash additions to plants, property and equipment included within accounts payable were $141 million, $185 million and $106 million at December 31, 2023, 2022 and 2021, respectively. **Current (2025):** 2024: On April 16, 2024, the Company issued an announcement, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers, disclosing the terms of a recommended offer by the Company to acquire the entire issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales ("DS Smith"), in an all-stock transaction (the "Business Combination"). Costs related to the transaction were $86 million for the year ended December 31, 2024 and were recorded in selling and administrative expenses in the accompanying consolidated statement of operations. On January 24, 2025, the European Commission issued its Phase I clearance of the business combination, conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations. On January 31, 2025, the Company closed on the acquisition of the entire issued and to be issued share capital of DS Smith. Upon closing of the acquisition, IP issued 0.1285 shares for each DS Smith share, resulting in the issuance of 178,126,631 new shares of IP common stock ("New Company Common Stock"). As a result of the share issuance, the holders of the New Company Common Stock own approximately 34.1% of the Company's outstanding share capital. Based on the issuance of 178,126,631 new shares and the closing price of $55.63 on the close of January 31, 2025, the total purchase consideration for the completed acquisition was approximately $9.9 billion. On February 4, 2025, the Company began trading the New Company Common Stock and continues to be listed on the New York Stock Exchange under the symbol "IP" and via a secondary listing on the London Stock Exchange under the symbol "IPC". The headquarters of the combined company is based in Memphis, Tennessee, and the EMEA headquarters has been established at DS Smith's existing main office in London. 72 72 72 Table of Contents Table of Contents NOTE 8 SUPPLEMENTARY FINANCIAL STATEMENT INFORMATIONTEMPORARY INVESTMENTS Temporary investments totaled $990 million and $950 million at December 31, 2024 and 2023, respectively.ACCOUNTS AND NOTES RECEIVABLEAccounts and notes receivable, net, by classification were: In millions at December 3120242023Accounts and notes receivable:Trade (less allowances of $30 in 2024 and $34 in 2023)$2,703 $2,841 Other263 218 Total$2,966 $3,059 INVENTORIES In millions at December 3120242023Raw materials$188 $229 Finished pulp and packaging products934 975 Operating supplies623 622 Other39 63 Inventories$1,784 $1,889 The last-in, first-out inventory method is used to value most of International Paper's U.S. inventories. Approximately 81% of total raw materials and finished products inventories were valued using this method. The last-in, first-out inventory reserve was $336 million and $343 million at December 31, 2024 and 2023, respectively.PLANTS, PROPERTIES AND EQUIPMENT In millions at December 3120242023Pulp and packaging facilities$28,249 $28,661 Other properties and equipment1,031 1,050 Gross cost29,280 29,711 Less: Accumulated depreciation19,622 19,561 Plants, properties and equipment, net$9,658 $10,150 Non-cash additions to plants, properties and equipment included within accounts payable were $110 million, $141 million and $185 million at December 31, 2024, 2023 and 2022, respectively. Annual straight-line depreciable lives generally are, for buildings - 20 to 40 years, and for machinery and equipment - 3 to 20 years. Depreciation expense was $1.3 billion, $1.4 billion and $996 million for the years ended December 31, 2024, 2023 and 2022. Depreciation expense for the years ended December 31, 2024 and December 31, 2023, includes $233 million and $422 million, respectively, of accelerated depreciation related to mill strategic actions and other 80/20 strategic actions. Cost of products sold excludes depreciation and amortization expense.ACCOUNTS PAYABLE Under a supplier finance program, International Paper agrees to pay a bank the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. International Paper or the bank may terminate the agreement upon at least 90 days' notice. The supplier invoices that have been confirmed as valid under the program require payment in full on the due date with no terms exceeding 180 days. The accounts payable balance included $115 million and $122 million of supplier finance program liabilities as of December 31, 2024 and 2023, respectively.The following table presents supplier finance program obligations confirmed and paid for the years ended December 31, 2024 and 2023:In millionsConfirmed obligations outstanding at December 31, 2022$122 Invoiced confirmed during the year594Confirmed invoices paid during the year (594)Confirmed obligations outstanding at December 31, 2023122Invoiced confirmed during the year516Confirmed invoices paid during the year(523)Confirmed obligations outstanding at December 31, 2024$115 INTERESTInterest payments of $437 million, $463 million and $380 million were made during the years ended December 31, 2024, 2023 and 2022, respectively.Amounts related to interest were as follows: In millions202420232022Interest expense$430 $421 $403 Interest income 222 190 78 Capitalized interest costs21 22 18 ASSET RETIREMENT OBLIGATIONSAt December 31, 2024 and 2023, we had recorded liabilities of $128 million and $103 million, respectively, related to asset retirement obligations. In connection with potential future closures or redesigns of certain production facilities, it is possible that the Company may be required to take steps to remove certain materials from these facilities. NOTE 8 SUPPLEMENTARY FINANCIAL STATEMENT INFORMATIONTEMPORARY INVESTMENTS Temporary investments totaled $990 million and $950 million at December 31, 2024 and 2023, respectively.ACCOUNTS AND NOTES RECEIVABLEAccounts and notes receivable, net, by classification were: In millions at December 3120242023Accounts and notes receivable:Trade (less allowances of $30 in 2024 and $34 in 2023)$2,703 $2,841 Other263 218 Total$2,966 $3,059 INVENTORIES In millions at December 3120242023Raw materials$188 $229 Finished pulp and packaging products934 975 Operating supplies623 622 Other39 63 Inventories$1,784 $1,889 The last-in, first-out inventory method is used to value most of International Paper's U.S. inventories. Approximately 81% of total raw materials and finished products inventories were valued using this method. The last-in, first-out inventory reserve was $336 million and $343 million at December 31, 2024 and 2023, respectively.PLANTS, PROPERTIES AND EQUIPMENT In millions at December 3120242023Pulp and packaging facilities$28,249 $28,661 Other properties and equipment1,031 1,050 Gross cost29,280 29,711 Less: Accumulated depreciation19,622 19,561 Plants, properties and equipment, net$9,658 $10,150 Non-cash additions to plants, properties and equipment included within accounts payable were $110 million, $141 million and $185 million at December 31, 2024, 2023 and 2022, respectively. Annual straight-line depreciable lives generally are, for buildings - 20 to 40 years, and for machinery and equipment - 3 to 20 years. Depreciation expense was $1.3 billion, $1.4 billion and $996 million for the years ended December 31, 2024, 2023 and 2022. Depreciation expense for the years ended December 31, 2024 and December 31, 2023, includes $233 million and $422 million, respectively, --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*