10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From              to             

 _________________________________________

Commission File Number 001-03157

INTERNATIONAL PAPER COMPANY

(Exact name of registrant as specified in its charter)

New York	13-0872805
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
6400 Poplar Avenue, Memphis, Tennessee	38197
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (901) 419-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	IP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (paragraph 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒   No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange

Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No  ☒

The number of shares outstanding of the registrant’s common stock, par value $1.00 per share, as of July 19, 2024 was 347,369,739.

INDEX

 

		PAGE NO.
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statement of Operations - Six Months Ended June 30, 2024 and 2023	1
	Condensed Consolidated Statement of Comprehensive Income - Six Months Ended June 30, 2024 and 2023	2
	Condensed Consolidated Balance Sheet - June 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statement of Cash Flows - Six Months Ended June 30, 2024 and 2023	4
	Condensed Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
Signatures		42

ITEM 1.FINANCIAL STATEMENTS

INTERNATIONAL PAPER COMPANY

(Unaudited)

(In millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Sales	$	4,734	$	4,682	$	9,353	$	9,702
Costs and Expenses
Cost of products sold	3,360		3,360		6,784		7,002
Selling and administrative expenses	453		336		811		717
Depreciation and amortization	261		244		539		485
Distribution expenses	379		376		770		798
Taxes other than payroll and income taxes	35		40		76		76
Restructuring and other charges, net	—		—		3		—
Net (gains) losses on sales of fixed assets	(5)		—		—		—
Interest expense, net	55		59		101		121
Non-operating pension expense (income)	(10)		12		(22)		27
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings (Loss)	206		255		291		476
Income tax provision (benefit)	(293)		33		(266)		81
Equity earnings (loss), net of taxes	(1)		—		(3)		(1)
Earnings (Loss) From Continuing Operations	498		222		554		394
Discontinued operations, net of taxes	—		13		—		13
Net Earnings (Loss)	$	498	$	235	$	554	$	407
Basic Earnings (Loss) Per Share
Earnings (loss) from continuing operations	$	1.43	$	0.64	$	1.59	$	1.13
Discontinued operations, net of taxes	—		0.04		—		0.04
Net earnings (loss)	$	1.43	$	0.68	$	1.59	$	1.17
Diluted Earnings (Loss) Per Share
Earnings (loss) from continuing operations	$	1.41	$	0.64	$	1.57	$	1.12
Discontinued operations, net of taxes	—		0.04		—		0.04
Net earnings (loss)	$	1.41	$	0.68	$	1.57	$	1.16
Average Shares of Common Stock Outstanding – assuming dilution	352.8		346.5		352.7		349.5

The accompanying notes are an integral part of these condensed financial statements.

1

INTERNATIONAL PAPER COMPANY

(Unaudited)

(In millions)

 

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Earnings (Loss)	$	498	$	235	$	554	$	407
Other Comprehensive Income (Loss), Net of Tax:
Amortization of pension and post-retirement prior service costs and net loss:
U.S. plans	17		21		34		44
Change in cumulative foreign currency translation adjustment	(39)		(30)		(49)		(39)
Total Other Comprehensive Income (Loss), Net of Tax	(22)		(9)		(15)		5
Comprehensive Income (Loss)	$	476	$	226	$	539	$	412

The accompanying notes are an integral part of these condensed financial statements.

2

INTERNATIONAL PAPER COMPANY

(In millions)

	June 30, 2024		December 31, 2023
	(unaudited)
Assets
Current Assets
Cash and temporary investments	$	1,049	$	1,113
Accounts and notes receivable, net	3,197		3,059
Contract assets	436		433
Inventories	1,728		1,889
Other current assets	147		114
Total Current Assets	6,557		6,608
Plants, Properties and Equipment, net	9,953		10,150
Investments	163		163
Long-Term Financial Assets of Variable Interest Entities (Note 15)	2,321		2,312
Goodwill	3,040		3,041
Overfunded Pension Plan Assets	171		118
Right of Use Assets	439		448
Deferred Charges and Other Assets	419		421
Total Assets	$	23,063	$	23,261
Liabilities and Equity
Current Liabilities
Notes payable and current maturities of long-term debt	$	259	$	138
Accounts payable	2,350		2,442
Accrued payroll and benefits	473		397
Other current liabilities	1,032		982
Total Current Liabilities	4,114		3,959
Long-Term Debt	5,329		5,455
Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 15)	2,117		2,113
Deferred Income Taxes	1,131		1,552
Underfunded Pension Benefit Obligation	249		280
Postretirement and Postemployment Benefit Obligation	130		140
Long-Term Lease Obligations	299		312
Other Liabilities	1,099		1,095
Equity
Common stock, $1 par value, 2024 – 448.9 shares and 2023 – 448.9 shares	449		449
Paid-in capital	4,688		4,730
Retained earnings	9,719		9,491
Accumulated other comprehensive loss	(1,580)		(1,565)
	13,276		13,105
Less: Common stock held in treasury, at cost, 2024 – 101.6 shares and 2023 – 102.9 shares	4,681		4,750
Total Equity	8,595		8,355
Total Liabilities and Equity	$	23,063	$	23,261

The accompanying notes are an integral part of these condensed financial statements.

3

INTERNATIONAL PAPER COMPANY

(Unaudited)

(In millions)

	Six Months Ended June 30,
	2024		2023
Operating Activities
Net earnings (loss)	$	554	$	407
Depreciation and amortization	539		485
Deferred income tax provision (benefit), net	(427)		(13)
Restructuring and other charges, net	3		—
Net (gains) losses on sales and impairments of equity method investments	—		76
Equity method dividends received	—		13
Equity (earnings) losses, net of taxes	3		(88)
Periodic pension (income) expense, net	(1)		47
Other, net	77		34
Changes in current assets and liabilities
Accounts and notes receivable	(161)		160
Contract assets	(3)		(9)
Inventories	112		87
Accounts payable and accrued liabilities	90		(280)
Interest payable	4		(23)
Other	(30)		(23)
Cash Provided By (Used For) Operations	760		873
Investment Activities
Invested in capital projects	(449)		(608)
Proceeds from sale of fixed assets	4		3
Other	(1)		2
Cash Provided By (Used For) Investment Activities	(446)		(603)
Financing Activities
Repurchases of common stock and payments of restricted stock tax withholding	(22)		(218)
Issuance of debt	—		772
Reduction of debt	(8)		(536)
Change in book overdrafts	(14)		(33)
Dividends paid	(321)		(322)
Other	—		(1)
Cash Provided By (Used For) Financing Activities	(365)		(338)
Effect of Exchange Rate Changes on Cash and Temporary Investments	(13)		10
Change in Cash and Temporary Investments	(64)		(58)
Cash and Temporary Investments
Beginning of period	1,113		804
End of period	$	1,049	$	746

The accompanying notes are an integral part of these condensed financial statements.

4

INTERNATIONAL PAPER COMPANY

(Unaudited)

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments that are necessary for the fair presentation of International Paper Company’s ("International Paper's," "the Company’s," "IP's" or "our") financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed herein, such adjustments are of a normal, recurring nature. Results for the first six months of the year may not necessarily be indicative of full year results. You should read these unaudited condensed financial statements in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"), which have previously been filed with the U.S. Securities and Exchange Commission ("SEC").

These unaudited condensed 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.

Recently Adopted Accounting Pronouncements

Reference Rate Reform

In 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 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.

Segment Reporting

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 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 and will update disclosures within the Company's 2024 annual filing.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes

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.

5

Generally, the Company recognizes revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the goods. 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.

Disaggregated Revenue

	Three Months Ended June 30, 2024
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	3,399	$	669	$	86	$	4,154
Europe, Middle East & Africa ("EMEA")	328		17		—		345
Pacific Rim and Asia	19		31		—		50
Americas, other than U.S.	185		—		—		185
Total	$	3,931	$	717	$	86	$	4,734
Operating Segments
North American Industrial Packaging	$	3,628	$	—	$	—	$	3,628
EMEA Industrial Packaging	328		—		—		328
Global Cellulose Fibers	—		717		—		717
Intrasegment Eliminations	(25)		—		—		(25)
Corporate & Intersegment Sales	—		—		86		86
Total	$	3,931	$	717	$	86	$	4,734

(a) Net sales are attributed to countries based on the location of the seller.

	Six Months Ended June 30, 2024
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	6,638	$	1,319	$	193	$	8,150
EMEA	676		37		—		713
Pacific Rim and Asia	33		65		—		98
Americas, other than U.S.	392		—		—		392
Total	$	7,739	$	1,421	$	193	$	9,353
Operating Segments
North American Industrial Packaging	$	7,114	$	—	$	—	$	7,114
EMEA Industrial Packaging	676		—		—		676
Global Cellulose Fibers	—		1,421		—		1,421
Intrasegment Eliminations	(51)		—		—		(51)
Corporate & Intersegment Sales	—		—		193		193
Total	$	7,739	$	1,421	$	193	$	9,353

(a) Net sales are attributed to countries based on the location of the seller.

6

	Three Months Ended June 30, 2023
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	3,305	$	616	$	100	$	4,021
EMEA	351		26		—		377
Pacific Rim and Asia	7		56		—		63
Americas, other than U.S.	221		—		—		221
Total	$	3,884	$	698	$	100	$	4,682
Operating Segments
North American Industrial Packaging	$	3,550	$	—	$	—	$	3,550
EMEA Industrial Packaging	351		—		—		351
Global Cellulose Fibers	—		698		—		698
Intrasegment Eliminations	(17)		—		—		(17)
Corporate & Intersegment Sales	—		—		100		100
Total	$	3,884	$	698	$	100	$	4,682

(a) Net sales are attributed to countries based on the location of the seller.

	Six Months Ended June 30, 2023
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	6,760	$	1,346	$	226	$	8,332
EMEA	742		51		—		793
Pacific Rim and Asia	15		112		—		127
Americas, other than U.S.	450		—		—		450
Total	$	7,967	$	1,509	$	226	$	9,702
Operating Segments
North American Industrial Packaging	$	7,274	$	—	$	—	$	7,274
EMEA Industrial Packaging	742		—		—		742
Global Cellulose Fibers	—		1,509		—		1,509
Intrasegment Eliminations	(49)		—		—		(49)
Corporate & Intersegment Sales	—		—		226		226
Total	$	7,967	$	1,509	$	226	$	9,702

(a) Net sales are attributed to countries based on the location of the seller.

7

Revenue Contract Balances

A contract asset is created when the Company recognizes revenue on its customized products prior to having an unconditional right to payment from the customer, which generally does not occur until goods are transferred to the customer.

A contract liability is created when customers prepay for goods prior to the Company transferring those goods to the customer. The contract liability is reduced once control of the goods is transferred to the customer. The majority of our customer prepayments are received during the fourth quarter each year for goods that will be transferred to customers over the following twelve months. Contract liabilities of $17 million and $32 million are included in Other current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023, respectively. The Company also recorded a contract liability of $115 million related to a previous acquisition. The balance of this contract liability was $88 million and $92 million at June 30, 2024 and December 31, 2023, respectively, and is recorded in Other current liabilities and Other Liabilities in the accompanying condensed consolidated balance sheet.

The difference between the opening and closing balances of the Company's contract assets and contract liabilities primarily results from the difference between the price and quantity at comparable points in time for goods for which we have an unconditional right to payment or receive prepayment from the customer, respectively.

8

NOTE 4 - EQUITY

A summary of the changes in equity for the three months and six months ended June 30, 2024 and 2023 is provided below:

	Three Months Ended June 30, 2024
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, April 1	$	449	$	4,663	$	9,386	$	(1,558)	$	4,683	$	8,257
Issuance of stock for various plans, net	—		25		—		—		(2)		27
Common stock dividends ($0.4625 per share)	—		—		(165)		—		—		(165)
Comprehensive income (loss)	—		—		498		(22)		—		476
Ending Balance, June 30	$	449	$	4,688	$	9,719	$	(1,580)	$	4,681	$	8,595

	Six Months Ended June 30, 2024
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, January 1	$	449	$	4,730	$	9,491	$	(1,565)	$	4,750	$	8,355
Issuance of stock for various plans, net	—		(42)		—		—		(91)		49
Repurchase of stock	—		—		—		—		22		(22)
Common stock dividends ($0.9250 per share)	—		—		(326)		—		—		(326)
Comprehensive income (loss)	—		—		554		(15)		—		539
Ending Balance, June 30	$	449	$	4,688	$	9,719	$	(1,580)	$	4,681	$	8,595

	Three Months Ended June 30, 2023
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, April 1	$	449	$	4,699	$	9,866	$	(1,911)	$	4,714	$	8,389
Issuance of stock for various plans, net	—		(11)		—		—		(3)		(8)
Repurchase of stock	—		—		—		—		40		(40)
Common stock dividends ($0.4625 per share)	—		—		(163)		—		—		(163)
Comprehensive income (loss)	—		—		235		(9)		—		226
Ending Balance, June 30	$	449	$	4,688	$	9,938	$	(1,920)	$	4,751	$	8,404

	Six Months Ended June 30, 2023
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, January 1	$	449	$	4,725	$	9,855	$	(1,925)	$	4,607	$	8,497
Issuance of stock for various plans, net	—		(37)		—		—		(75)		38
Repurchase of stock	—		—		—		—		219		(219)
Common stock dividends ($0.9250 per share)	—		—		(324)		—		—		(324)
Comprehensive income (loss)	—		—		407		5		—		412
Ending Balance, June 30	$	449	$	4,688	$	9,938	$	(1,920)	$	4,751	$	8,404

9

NOTE 5 - OTHER COMPREHENSIVE INCOME

The following table presents changes in Accumulated Other Comprehensive Income (Loss) ("AOCI"), net of tax, for the three months and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Defined Benefit Pension and Postretirement Adjustments
Balance at beginning of period	$	(1,259)	$	(1,172)	$	(1,276)	$	(1,195)
Amounts reclassified from accumulated other comprehensive income	17		21		34		44
Balance at end of period	(1,242)		(1,151)		(1,242)		(1,151)
Change in Cumulative Foreign Currency Translation Adjustments
Balance at beginning of period	(291)		(731)		(281)		(722)
Other comprehensive income (loss) before reclassifications	(39)		(30)		(49)		(39)
Balance at end of period	(330)		(761)		(330)		(761)
Net Gains and Losses on Cash Flow Hedging Derivatives
Balance at beginning of period	(8)		(8)		(8)		(8)
Balance at end of period	(8)		(8)		(8)		(8)
Total Accumulated Other Comprehensive Income (Loss) at End of Period	$	(1,580)	$	(1,920)	$	(1,580)	$	(1,920)

The following table presents details of the reclassifications out of AOCI for the three months and six months ended June 30, 2024 and 2023:

In millions:	Amount Reclassified from Accumulated Other Comprehensive Income									Location of Amount Reclassified from AOCI
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Defined benefit pension and postretirement items:
Prior-service costs	$	(3)	$	(6)	$	(6)	$	(12)	(a)	Non-operating pension expense (income)
Actuarial gains (losses)	(20)		(22)		(39)		(46)		(a)	Non-operating pension expense (income)
Total pre-tax amount	(23)		(28)		(45)		(58)
Tax (expense) benefit	6		7		11		14
Net of tax	(17)		(21)		(34)		(44)
Total reclassifications for the period	$	(17)	$	(21)	$	(34)	$	(44)

(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 17 for additional details).

10

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:

 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions, except per share amounts	2024		2023		2024		2023
Earnings (loss) from continuing operations	$	498	$	222	$	554	$	394
Weighted average common shares outstanding	347.3		346.2		347.0		347.7
Effect of dilutive securities
Restricted performance share plan	5.5		0.3		5.7		1.8
Weighted average common shares outstanding – assuming dilution	352.8		346.5		352.7		349.5
Basic earnings (loss) per share from continuing operations	$	1.43	$	0.64	$	1.59	$	1.13
Diluted earnings (loss) per share from continuing operations	$	1.41	$	0.64	$	1.57	$	1.12

2024: There were no restructuring and other charges recorded during the three months ended June 30, 2024.

During the three months ended March 31, 2024, the Company recorded restructuring and other charges of $3 million for costs associated with the permanent closure of our containerboard mill in Orange, Texas and the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills.

2023: There were no restructuring and other charges recorded during the three months and six months ended June 30, 2023.

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”). Under the terms of the Business Combination, each DS Smith share will be valued at 415 pence per share based on the Company’s closing share price of $40.85 and GBP/USD exchange rate of 1.2645 on March 25, 2024, being the close of business on the last day prior to the announcement by DS Smith of a previously disclosed possible offer by the Company. This will result in IP issuing 0.1285 shares for each DS Smith share, resulting in pro forma ownership of 66.3% for IP shareholders and 33.7% for DS Smith shareholders, with an implied enterprise value of approximately $9.9 billion. Costs related to the transaction were $17 million and $22 million for the three months and six months ended June 30, 2024, respectively. In connection with the Business Combination, the Company also intends to seek a secondary listing of International Paper common stock on the London Stock Exchange. Following completion of the Business Combination, Memphis, Tennessee, will be the headquarters of the combined company, with plans to establish a Europe, Middle East and Africa ("EMEA") headquarters at DS Smith’s existing London headquarters. Upon the completion of the Business Combination, it is intended that the Company’s board of directors will form the board of directors of the combined company, and that up to two directors of DS Smith will be invited to join the board of directors of the combined company. Mr. Andrew K. Silvernail will be the Chief Executive Officer of the combined company. On June 25, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), for the proposed Business Combination expired, which removes the HSR Act's bar to closing. The transaction is expected to close during the fourth quarter of 2024, subject to the approval of IP shareholders and DS Smith shareholders, as well as customary closing conditions, including regulatory clearances in Europe.

11

Temporary 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 stated at cost. Temporary investments totaled $862 million and $950 million at June 30, 2024 and December 31, 2023, respectively.

Accounts and Notes Receivable

In millions	June 30, 2024		December 31, 2023
Accounts and notes receivable, net:
Trade (less allowances of $30 in 2024 and $34 in 2023)	$	2,915	$	2,841
Other	282		218
Total	$	3,197	$	3,059

Inventories

In millions	June 30, 2024		December 31, 2023
Raw materials	$	203	$	229
Finished pulp, paper and packaging	857		975
Operating supplies	623		622
Other	45		63
Total	$	1,728	$	1,889

Plants, Properties and Equipment  

Accumulated depreciation was $19.9 billion and $19.6 billion at June 30, 2024 and December 31, 2023, respectively. Depreciation expense was $251 million and $235 million for the three months ended June 30, 2024 and 2023, respectively, and $519 million and $467 million for the six months ended June 30, 2024 and 2023, respectively.

Non-cash additions to plants, properties and equipment included within accounts payable were $63 million and $141 million at June 30, 2024 and December 31, 2023, respectively.

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 $110 million and $122 million of supplier finance program liabilities as of June 30, 2024 and December 31, 2023, respectively.

Interest

Interest payments made during the six months ended June 30, 2024 and 2023 were $222 million and $240 million, respectively.

Amounts related to interest were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Interest expense	$	107	$	103	$	216	$	206
Interest income	52		44		115		85
Capitalized interest costs	6		6		8		11

12

Asset Retirement Obligations

The Company recorded liabilities in Other Liabilities in the accompanying condensed consolidated balance sheet of $104 million and $103 million related to asset retirement obligations at June 30, 2024 and December 31, 2023, respectively.

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 a remaining lease term of up to 29 years. Total lease costs were $79 million and $73 million for the three months ended June 30, 2024 and 2023, respectively, and $158 million and $148 million for the six months ended June 30, 2024 and 2023, respectively.

Supplemental Balance Sheet Information Related to Leases

In millions	Classification	June 30, 2024		December 31, 2023
Assets
Operating lease assets	Right-of-use assets	$	439	$	448
Finance lease assets	Plants, properties and equipment, net (a)	42		47
Total leased assets		$	481	$	495
Liabilities
Current
Operating	Other current liabilities	$	151	$	153
Finance	Notes payable and current maturities of long-term debt	11		11
Noncurrent
Operating	Long-term lease obligations	299		312
Finance	Long-term debt	40		44
Total lease liabilities		$	501	$	520

(a)Finance leases are recorded net of accumulated amortization of $70 million and $67 million as of June 30, 2024 and December 31, 2023, respectively.

The Company accounts for the following investment under the equity method of accounting.

Ilim S.A.

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 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 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 condensed 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:

13

In millions	Equity Earnings	Impairment Charges	Tax Expense (Benefit)	Discontinued Operations, net of tax (a)	Dividends
2023 First Quarter	43	43	—	—	—
2023 Second Quarter	46	33	—	13	13
2023 Third Quarter	23	59	(9)	(27)	—
Six Months Ended June 30, 2023	89	76	—	13	13

(a)    Discontinued operations, net of tax is Equity Earnings less Impairment Charges and Tax Expense (Benefit)

Goodwill

The following table presents changes in goodwill balances as allocated to each business segment for the six months ended June 30, 2024:

In millions	Industrial Packaging		Global Cellulose Fibers		Total
Balance as of January 1, 2024
Goodwill	$	3,413	$	52	$	3,465
Accumulated impairment losses	(372)		(52)		(424)
Total	3,041		—		3,041
Currency translation and other	(1)		—		(1)
Accumulated impairment loss additions / reductions	—		—		—
Balance as of June 30, 2024
Goodwill	3,412		52		3,464
Accumulated impairment losses	(372)		(52)		(424)
Total	$	3,040	$	—	$	3,040

Other Intangibles

Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying condensed consolidated balance sheet and comprised the following: 

	June 30, 2024						December 31, 2023
In millions	Gross Carrying Amount		Accumulated Amortization		Net Intangible Assets		Gross Carrying Amount		Accumulated Amortization		Net Intangible Assets
Customer relationships and lists	$	492	$	348	$	144	$	494	$	335	$	159
Tradenames, patents and trademarks, and developed technology	170		158		12		170		154		16
Land and water rights	8		2		6		8		2		6
Other	20		18		2		21		19		2
Total	$	690	$	526	$	164	$	693	$	510	$	183

The Company recognized the following amounts as amortization expense related to intangible assets: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Amortization expense related to intangible assets	$	9	$	9	$	19	$	18

14

International Paper made income tax payments, net of refunds, of $153 million and $215 million for the six months ended June 30, 2024 and 2023, respectively.

The Company currently estimates that, as a result of ongoing discussions, pending tax settlements and expirations of statutes of limitations, the amount of unrecognized tax benefits could be reduced by approximately $4 million during the next 12 months.

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.

During the second quarter, the Company completed an internal legal entity restructuring for which a capital loss was recognized for U.S. federal and state income tax purposes. The Company intends to use this capital loss to offset capital gains, and, as such, recorded a deferred tax asset and a deferred tax benefit of approximately $338 million in the second quarter, which impacted the effective income tax rate for the three months and six months ended June 30, 2024.

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 for which an estimate is 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 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

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

15

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 $270 million and $251 million in the aggregate as of June 30, 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 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 estimated liability for the Cass Lake superfund site was $45 million and $46 million as of June 30, 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 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 estimated liability by $27 million in the fourth quarter of 2022.

The total estimated liability for the Kalamazoo River superfund site was $20 million and $27 million as of June 30, 2024 and December 31, 2023, respectively.

In addition, in December 2020, the U.S. District for the Western District of Michigan ("District Court") approved a Consent Decree among the United States, NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees. Under the Consent Decree NCR agreed to 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.

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 presently reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material; however, we are unable to estimate any possible loss or range of loss in excess of such recorded liability.

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 ($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,

16

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 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 is appealing 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. 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 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 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% to the EPA in November 2022. Upon submittal of the final component, an updated engineering estimate was developed, and the Company increased the estimated liability 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. In April 2024, the EPA responded to the submitted plans and requested a 100% RD by July 17, 2024, which was timely submitted by the PRPs. Among other things, the revised RD proposes design changes that include modification of the wastewater treatment facilities, changes to outer walls, and the addition of scour and barge protection systems. To account for the design changes and the updated estimate of costs from the site engineer, the Company increased the estimated liability amount by approximately $25 million as of June 30, 2024. This amount represents the Company’s 50% share of the low end of the range of estimated remediation costs. 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

17

of our recorded liability are possible. The total estimated liability for the southern and northern impoundment was $98 million and $83 million as of June 30, 2024 and December 31, 2023, 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 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 June 30, 2024 and December 31, 2023.

Asbestos-Related Matters

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 $112 million and $97 million as of June 30, 2024 and December 31, 2023, respectively, both net of estimated insurance recoveries. 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 further appealed the Council of State decision to uphold the ICA’s findings, and 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 Italy does not believe the ICA's redetermination decision is consistent with the Council of State's March 2024 decision or its March 2023 referral back to the ICA, and has further appealed the amount of its fine. 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.

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 $105 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $249 million (adjusted for variation in currency exchange rates). Accordingly, the assessments currently total approximately $354 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 should be sustained, based on Brazilian tax law.

18

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 June 30, 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.

Variable Interest Entities

As of June 30, 2024, the fair value of the Timber Notes and Extension Loans for the 2007 Financing Entities was $2.4 billion and $2.1 billion, respectively. The Timber Notes and Extension Loans are classified as Level 2 within the fair value hierarchy, which is further defined in Note 1 in the Company’s Annual Report.

The Timber Notes of $2.4 billion and the Extension Loans of $2.1 billion both mature in 2027 and are shown in Long-term nonrecourse financial assets of variable interest entities and Long-term nonrecourse financial liabilities of variable interest entities, respectively, on the accompanying condensed consolidated balance sheet.

Activity between the Company and the 2007 Financing Entities was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Revenue (a)	$	38	$	36	$	77	$	69
Expense (b)	35		35		70		66
Cash receipts (c)	34		28		68		55
Cash payments (d)	32		30		66		57

(a)The revenue is included in interest expense, net in the accompanying statement of operations and includes approximately $4 million and $9 million for both the three months and sixth months ended June 30, 2024 and 2023, respectively, of accretion income for the amortization of the basis difference adjustment on the Long-term financial assets of variable interest entities.

(b)The expense is included in interest expense, net in the accompanying statement of operations and includes approximately $1 million and $3 million for both the three months an sixth months ended June 30, 2024 and 2023, respectively, of accretion expense for the amortization of the basis difference adjustment on the Long-term nonrecourse financial liabilities of variable interest entities.

(c)The cash receipts are interest received on the Long-term financial assets of variable interest entities.

(d)The cash payments are interest paid on Long-term nonrecourse financial liabilities of variable interest entities.

On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the previously disclosed timber monetization restructuring tax matter involving the variable interest entities that were restructured in 2015 ("the 2015 Financing Entities") in connection with an extension of installment notes and third-party loans. 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 Company has paid $252 million in U.S. federal income taxes and $58 million in interest expense as a result of the settlement agreement. Of this amount, the Company paid $163 million in U.S. federal income taxes and $30 million in interest during the first quarter of 2023, with the Company fully satisfying the remaining payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter during the second quarter of 2023.

19

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 the 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. As of June 30, 2024, the Company had no borrowings outstanding under the program.

At June 30, 2024, International Paper’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 includes up to $500 million of uncommitted financings based on eligible receivables balances under a receivables securitization program that expires in June 2025. At June 30, 2024, the Company had no borrowings outstanding under the receivables securitization program.

During the first quarter of 2024, the Company had debt reductions of $3 million related to decreases in the amount of capital leases.

During the second quarter of 2024, the Company had debt reductions of $5 million related to decreases in the amount of capital leases.

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 June 30, 2024, we were in compliance with our debt covenants.

At June 30, 2024, the fair value of International Paper’s $5.6 billion of debt was approximately $5.2 billion. The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues. International Paper’s long-term debt is classified as Level 2 within the fair value hierarchy, which is further defined in Note 1 in the Company’s Annual Report.

International Paper sponsors and maintains the Retirement Plan of International Paper Company (the "Pension Plan"), a tax-qualified defined benefit pension plan that provides retirement benefits to substantially all hourly and union employees who work at a participating business unit. The Pension Plan was frozen as of January 1, 2019 for salaried participants.

The Pension Plan provides defined pension benefits based on years of credited service and either final average earnings (salaried employees and hourly employees receiving salaried benefits), hourly job rates or specified benefit rates (hourly and union employees).

Net periodic pension expense (income) for our qualified and nonqualified U.S. defined benefit plans comprised the following: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Service cost	$	14	$	12	$	27	$	24
Interest cost	112		114		223		230
Expected return on plan assets	(148)		(133)		(296)		(265)
Actuarial loss	20		22		39		46
Amortization of prior service cost	3		6		6		12
Net periodic pension expense (income)	$	1	$	21	$	(1)	$	47

The components of net periodic pension expense (income) other than the Service cost component are included in Non-operating pension expense (income) in the condensed consolidated statement of operations.

20

The Company’s funding policy for our pension plans 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 made no voluntary cash contributions to the qualified pension plan in the first six months of 2024 or 2023. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $11 million for the six months ended June 30, 2024.

On February 13, 2024, the Company's Board of Directors, upon recommendation of the Management Development and Compensation Committee (the "Committee"), authorized adoption of a 2024 Long-Term Incentive Compensation Plan (the "2024 LTICP") to replace the 2009 Amended and Restated Incentive Compensation Plan (the "2009 Plan"), subject to shareowner approval at the Company's annual meeting of shareowners held on May 13, 2024. The 2024 LTICP became effective following approval by shareowners at the May 13, 2024 annual meeting and replaced the 2009 Plan. The 2024 LTICP authorized up to 9,250,000 shares of our Class A common stock, par value $1.00 per share, available for future grants in the form of restricted stock, restricted or deferred stock units, performance awards payable in cash or stock upon the attainment of specified performance goals, dividend equivalents, options, stock appreciation rights, other stock-based awards and cash-based awards at the discretion of the Committee. The LTICP is administered by the Committee. As of June 30, 2024, 9.2 million shares were available for grant under the 2024 LTICP.

Stock-based compensation expense and related income tax benefits were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Total stock-based compensation expense (selling and administrative)	$	26	$	(8)	$	35	$	26
Income tax benefits related to stock-based compensation	—		—		13		11

At June 30, 2024, $103 million, net of estimated forfeitures, of compensation cost related to time-based and performance-based shares and restricted stock attributable to future service had not yet been recognized. This amount will be recognized in expense over a weighted-average period of 1.6 years.

Long-Term Incentive Plan

During the first sixth months of 2024, the Company granted 2.0 million performance units at an average grant date fair value of $35.25 and 1.4 million time-based units at an average grant date fair value of $36.15.

International Paper’s business segments, Industrial Packaging and Global Cellulose Fibers, are consistent with the internal structure used to manage these businesses. Both segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the Forest Products industry.

Business segment operating profits (losses) are used by International Paper's management to measure the earnings performance of its businesses. Management believes that this measure allows a better understanding of trends in costs, operating efficiencies, prices and volumes. 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.

21

Net sales by business segment for the three months and six months ended June 30, 2024 and 2023 were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Industrial Packaging	$	3,931	$	3,884	$	7,739	$	7,967
Global Cellulose Fibers	717		698		1,421		1,509
Corporate and Intersegment Sales	86		100		193		226
Net Sales	$	4,734	$	4,682	$	9,353	$	9,702

Operating profit (loss) by business segment for the three months and six months ended June 30, 2024 and 2023 were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Industrial Packaging	$	291	$	304	$	507	$	626
Global Cellulose Fibers	31		30		(16)		14
Business Segment Operating Profit (Loss)	$	322	$	334	$	491	$	640
Net Earnings (Loss) From Continuing Operations	$	498	$	222	$	554	$	394
Add back (deduct):
Income tax provision (benefit)	(293)		33		(266)		81
Equity (earnings) loss, net of taxes	1		—		3		1
Earnings (loss) from continuing operations before income taxes and equity earnings	206		255		291		476
Interest expense, net	55		59		101		121
Adjustment for less than wholly owned subsidiaries	(1)		—		(3)		—
Corporate expenses, net	23		8		47		16
Corporate net special items	54		—		74		—
Business net special items	(5)		—		3		—
Non-operating pension expense (income)	(10)		12		(22)		27
Business Segment Operating Profit (Loss)	$	322	$	334	$	491	$	640

22

ITEM 2.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 unaudited condensed consolidated financial statements and related notes included in "Financial Statements and Supplementary Data" of this Quarterly Report on Form 10-Q (this "Form 10-Q") and the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (our "Annual Report"). 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 in our Annual Report, particularly under "Risk Factors" and "Forward-Looking Statements" of this Form 10-Q and our Annual Report. Please see our "Cautionary Statement Regarding Forward-Looking Statements" below.

EXECUTIVE SUMMARY

Net earnings (loss) were $498 million ($1.41 per diluted share) in the second quarter of 2024, compared with $56 million ($0.16 per diluted share) in the first quarter of 2024 and $235 million ($0.68 per diluted share) in the second quarter of 2023. The Company generated Adjusted operating earnings (a non-GAAP measure defined below) of $193 million ($0.55 per diluted share) in the second quarter of 2024, compared with $61 million ($0.17 per diluted share) in the first quarter of 2024 and $204 million ($0.59 per diluted share) in the second quarter of 2023.

International Paper delivered improved earnings in the second quarter of 2024 on higher sales prices across the portfolio along with higher volumes on improved box demand. We were encouraged to see stable to moderately improved industry demand across various customer markets we serve. Even with the stable demand environment positively impacting volumes, our Industrial Packaging volumes performance came in below expectations and continued to lag the overall packaging market. We realized some additional benefits from our Box Go-to-Market strategy, but we believe that the second quarter performance also reflects the lagging residual effect of under investing in certain areas where, as a result, there have been ongoing reliability and capacity issues. Over the past year, we have been investing more in our box system and we are seeing improvement in key metrics such as customer on-time delivery and machine productivity. Fixing these issues continues to be a particular focus in future periods but in the near term, specifically the third quarter 2024, earnings are expected to be negatively impacted by this reset along with higher maintenance outage expense and seasonally lower sales volumes. In order to accelerate improvement, we are deploying an 80/20 strategic approach. We intend to make the changes needed to focus our portfolio, become excellent with our customers and optimize our costs to deliver profitable growth.  In North America, our investments will center on providing customers with the most reliable and innovative packaging solutions.

Comparing our performance in the second quarter of 2024 to the first quarter of 2024, price and mix in our Industrial Packaging business was higher due to the realization of benefits from prior index movements. We believe that the improved price and mix also reflects the benefits from our Box Go-to-Market Strategy along with higher export pricing and mix. Price and mix in our Global Cellulose Fibers business was higher due to prior index movement and the GCF optimization strategy driving benefits from higher absorbent pulp mix, and a reduction in commodity grades. Volume in our Industrial Packaging business was higher in the second quarter on a stable to improving demand trend. However, our Box Go-to-Market Strategy is about making choices that are expected to adversely impact our volume in the near term but are intended to allow us to improve our margins and mix over the long term. Although we expect to trail the industry for the next few quarters in unit volume growth, we expect the volume impacts to be temporary, as we continue to transition toward our target mix of customers and invest in the business to maximize profitability. Volume in our Global Cellulose Fibers business was sequentially flat overall, as improved demand for absorbent pulp was offset by lower sales of commodity grades, as we continued to focus on strategically aligning our business with the most attractive customers and end markets. Operations and costs were sequentially higher in our Industrial Packaging business due to the impacts of inflation, seasonally higher selling and administration costs and higher spending to improve reliability. Operations and costs in our Global Cellulose Fibers business were lower due in large part to lower fixed costs resulting from the closure of the pulp machine at our Riegelwood, North Carolina mill. Planned maintenance outages were marginally higher in our Industrial Packaging business while lower in our Global Cellulose Fibers business. Input costs were flat in our Industrial Packaging business as lower energy costs offset higher recovered fiber costs. Input costs in our Global Cellulose Fibers business were slightly higher, primarily driven by higher chemical and wood costs partially offset by lower energy costs.

Looking ahead to the third quarter of 2024, as compared to the second quarter of 2024, in our Industrial Packaging business, we expect price and mix to improve earnings from prior index movements in North America and higher export prices to date. We also expect incremental benefit from continued progress with our Box Go-to-Market strategy. Volume is expected to be lower in North America on one less shipping day versus the second quarter of 2024 along with seasonally lower daily demand.

23

Operations and costs are expected to be higher on increased reliability spending, labor and benefits costs during the summer months, timing of maintenance spend, and higher unabsorbed fixed costs. Maintenance outage expense is expected to be higher in the third quarter of 2024 while input costs are also expected to be higher on increased energy costs. In our Global Cellulose Fibers business, we expect price and mix to increase earnings on prior index movements. Volume is expected to be lower on seasonally lower demand. Operations and costs are expected to be higher due to higher distribution costs, timing of maintenance spend, as well as higher unabsorbed fixed costs. Maintenance outage expense is expected to be lower while input costs are expected to be stable relative to the second quarter of 2024.

We continue to make progress towards our announced acquisition of DS Smith with the expectation that the transaction will close in the fourth quarter of 2024. As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission, 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 ("DS Smith"), a public limited company incorporated in England and Wales, in an all-stock transaction (the “Business Combination”). For more information on the announcement, please see Note 8 - Acquisitions and our public filings with the SEC. The Company expects to effect the Business Combination by way of scheme of arrangement under the laws of England and Wales, such that the issuance of Company shares is not expected to require registration under the U.S. Securities Act of 1933, as amended. In connection with the proposed share issuance, the Company expects the required disclosure documents related to the Business Combination will be published, and the related meetings held, in late summer/early autumn.

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 direct 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.

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.

	Three Months Ended June 30,				Three Months Ended March 31,
In millions	2024		2023		2024
Net earnings (loss)	$	498	$	235	$	56
Less - Discontinued operations (gain) loss	—		(13)		—
Earnings (loss) from continuing operations	498		222		56
Add back - Non-operating pension expense (income)	(10)		12		(12)
Add back - Net special items expense (income)	49		(6)		18
Income taxes - Non-operating pension and special items (a)	(344)		(24)		(1)
Adjusted operating earnings (loss)	$	193	$	204	$	61

(a)    Special items for the three months ended June 30, 2024 include a tax benefit of $338 million related to internal legal entity restructuring. This amount also includes tax expense of $2 million on the non-operating pension income and a tax benefit of $8 million associated with special items. Special items for the three months ended June 30, 2023 include a tax benefit of $23 million related to the settlement of tax audits. This amount also includes a tax benefit of $3 million on the non-operating pension expense and tax expense of $2 million associated with special items. Special items for the three months ended March 31, 2024 includes tax expense of $3 million on the non-operating pension income and a tax benefit of $4 million associated with special items.

24

Effects of Net Special Items Expense (Income)

Details of net special items expense (income) included in continuing operations for the three months ended are as follows:

	Three Months Ended
	June 30,										March 31,
	2024					2023					2024
In millions	Before Tax		After Tax			Before Tax		After Tax			Before Tax		After Tax
Business Segments
Net (gain) loss on miscellaneous land sales	$	(5)	$	(4)	(a)	$	—	$	—		$	—	$	—
Severance and other closure costs	—		—			—		—			8		6		(g)
Business Segments Total	(5)		(4)			—		—			8		6
Corporate
Environmental remediation adjustment	25		19		(b)	—		—			—		—
DS Smith combination costs	17		17		(c)	—		—			5		4		(c)
Strategic advisory fees	12		9		(c)	—		—			—		—
Legal reserve adjustments	—		—			—		—			10		7		(h)
Net (gain) loss on miscellaneous land sales	—		—			—		—			5		4		(a)
Corporate Total	54		45			—		—			20		15
Interest expense, net
Interest related to settlement of tax audits	—		—			(6)		(4)		(e)	(10)		(7)		(e)
Interest Total	—		—			(6)		(4)			(10)		(7)
Tax expense (benefit)
Tax benefit related to internal legal entity restructuring	—		(338)		(d)	—		—			—		—
Tax benefit related to settlement of tax audits	—		—			—		(23)		(f)	—		—
Tax Total	—		(338)			—		(23)			—		—
Total Net Special Items	$	49	$	(297)		$	(6)	$	(27)		$	18	$	14

(a)	(Gains) losses recognized in connection with miscellaneous land sales that the Company does not believe is reflective of the Company's underlying operations recorded in net (gains) losses on sale of fixed assets.
(b)	Environmental remediation adjustment associated with the remediation work at a waste pit site at a mill acquired but never operated by the Company and last utilized by the predecessor owner of the mill recorded in cost of products sold.
(c)	Transaction related costs not reflective of the Company's underlying operations recorded in selling and administrative expenses.
(d)	Tax benefit resulting from internal legal entity restructuring completed during the three months ended June 30, 2024 recorded in income tax provision (benefit).
(e)	Interest income on tax overpayments in prior years associated with the settlement of certain tax audits recorded in interest expense, net.
(f)	Tax benefit resulting from tax overpayments in prior years, associated with the settlement of certain audits recorded in income tax provision (benefit).
(g)	Severance and closure costs associated with the Company's previously disclosed permanent closure of our containerboard mill in Orange, Texas and the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills primarily recorded in restructuring and other charges, net.
(h)	Legal reserve adjustment associated with a previously discontinued business recorded in cost of products sold.

The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a per share basis:

	Three Months Ended June 30,				Three Months Ended March 31,
	2024		2023		2024
Diluted earnings (loss) per share	$	1.41	$	0.68	$	0.16
Less - Discontinued operations (gain) loss per share	—		(0.04)		—
Diluted earnings (loss) per share from continuing operations	1.41		0.64		0.16
Add back - Non-operating pension expense (income) per share	(0.02)		0.03		(0.04)
Add back - Net special items expense (income) per share	0.14		(0.02)		0.05
Income taxes per share - Non-operating pension and special items	(0.98)		(0.06)		—
Adjusted operating earnings (loss) per share	$	0.55	$	0.59	$	0.17

Cash provided by operations, including discontinued operations, totaled $760 million and $873 million for the first six months of 2024 and 2023, respectively. The Company generated free cash flow of $311 million and $265 million in the first six months

25

of 2024 and 2023, respectively. 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 is a reconciliation of cash provided by operations to free cash flow: 

	Six Months Ended June 30,
In millions	2024		2023
Cash provided by operations	$	760	$	873
Adjustments:
Cash invested in capital projects	(449)		(608)
Free Cash Flow	$	311	$	265

The non-GAAP financial measures presented in this Form 10-Q 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 Form 10-Q 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 Form 10-Q.

The following summarizes our results of continuing operations for second quarter of 2024 compared with the first quarter of 2024 and the second quarter of 2023:

	Three Months Ended June 30,				Three Months Ended March 31,
In millions	2024		2023		2024
Net sales	$	4,734	$	4,682	$	4,619
Cost of products sold	3,360		3,360		3,424
Selling and administrative expenses	453		336		358
Depreciation and amortization	261		244		278
Distribution expenses	379		376		391
Taxes other than payroll and income taxes	35		40		41
Restructuring and other charges, net	—		—		3
Net (gains) losses on sale of fixed assets	(5)		—		5
Interest expense, net	55		59		46
Non-operating pension expense (income)	(10)		12		(12)
Earnings from continuing operations before income taxes and equity earnings (loss)	206		255		85
Income tax provision (benefit)	(293)		33		27
Equity earnings (loss), net of taxes	(1)		—		(2)
Earnings (loss) from continuing operations	$	498	$	222	$	56

Three Months Ended June 30, 2024 Compared to the Three Months Ended March 31, 2024 and the Three Months Ended June 30, 2023

Refer to the Effects of Net Special Items Expense (Income) section on page 25 for details of net special items expense (income) discussed below.

Net sales

Net sales in the second quarter of 2024 increased by $115 million or 2% compared to the first quarter of 2024 and increased $52 million or 1% compared with the second quarter of 2023. The increase compared to the first quarter of 2024 was driven by higher sales prices and increased volume. The increase compared to the second quarter of 2023 was due to higher volumes. Additional details on net sales are provided in the Business Segment Operating Results section below.

26

Cost of products sold

Compared to the first quarter of 2024, cost of products sold in the second quarter of 2024 decreased by $64 million or 2%. Net special items charges of $25 million and $10 million in the second quarter of 2024 and the first quarter of 2024, respectively, are included in cost of products sold. The decrease was primarily driven by lower fuel and utility expense and lower inventory and other adjustments of $166 million, partially offset by increased raw material and maintenance expense of $87 million.

Cost of products sold was flat in the second quarter of 2024 compared to the second quarter of 2023. There were no special items charges included in cost of products sold in the second quarter of 2023. While the overall change in cost of products sold was flat, there were decreases in packaging, fuel and utility expense and other adjustments of $60 million, partially offset by increases in raw material and maintenance expense of $35 million.

Selling and administrative expenses

Compared to the first quarter of 2024, selling and administrative expenses in the second quarter of 2024 increased by $95 million or 27%. Net special items charges of $29 million and $5 million in the second quarter of 2024 and the first quarter of 2024, respectively, are included in selling and administrative expenses. The increase in the second quarter of 2024 compared to the first quarter of 2024 was primarily driven by higher employee benefit costs including annual incentive plan compensation.

Compared to the second quarter of 2023, selling and administrative expenses in the second quarter of 2024 increased by $117 million or 35%. There were no special items included in selling and administrative expense in the second quarter of 2023. The increase in the second quarter of 2024 compared to the second quarter of 2023 was primarily driven by higher employee benefit costs including annual incentive plan compensation.

Depreciation and amortization

Compared to the first quarter of 2024, depreciation and amortization in the second quarter of 2024 decreased by $17 million or 6%. The decrease in the second quarter of 2024 compared to the first quarter of 2024 was primarily driven by depreciation related to the write-down of fixed assets for the Ixtac, Mexico box plant fire in the first quarter of 2024.

Compared to the second quarter of 2023, depreciation and amortization in the second quarter of 2024 increased by $17 million or 7%, primarily driven by depreciation recognized on the units of production method at mills with higher production.

Distribution expenses

Compared to the first quarter of 2024, distribution expenses in the second quarter of 2024 decreased by $12 million or 3%, primarily driven by lower freight expense.

Compared to the second quarter of 2023, distribution expenses in the second quarter of 2024 increased by $3 million or 1%, primarily driven by higher warehousing and freight expense.

Taxes other than payroll and income taxes

Compared to the first quarter of 2024, taxes other than payroll and income taxes in the second quarter of 2024 decreased by $6 million or 15%, primarily driven by lower real estate and sales and use tax expense.

Compared to the second quarter of 2023, taxes other than payroll and income taxes in the second quarter of 2024 decreased by $5 million or 13%, primarily driven by lower real estate tax expense.

Interest expense, net

Compared to the first quarter of 2024, interest expense, net in the second quarter of 2024 increased by $9 million or 20%. Net special items income of $10 million is included in interest expense, net in the first quarter of 2024.

Compared to the second quarter of 2023, interest expense, net in the second quarter of 2024 decreased by $4 million or 7%. Net special items income of $6 million is included in interest expense, net in the second quarter of 2023. The decrease in the second quarter of 2024 compared to the second quarter of 2023 was primarily driven by higher interest income in the second quarter of 2024.

Income tax provision (benefit)

Refer to Income Taxes section on page 30 for discussion on income tax provision (benefit) and income tax rates.

Earnings (loss) from continuing operations

Earnings (loss) from continuing operations totaled $498 million, or $1.41 per diluted share, in the second quarter of 2024. This compared with $56 million, or $0.16 per diluted share, in the first quarter of 2024 and $222 million, or $0.64 per diluted share, in the second quarter of 2023.

27

Compared with the first quarter of 2024, earnings from continuing operations benefited from higher average sales prices and a favorable mix ($78 million), higher sales volumes ($20 million), lower raw material and freight costs ($1 million), lower mill maintenance outage costs ($11 million), lower corporate and other costs ($1 million) and lower tax expense ($26 million). These benefits were offset by higher operating costs ($5 million), higher net interest expense ($1 million) and higher non-operating pension expense ($1 million). Equity earnings, net of taxes, were $1 million higher in the second quarter of 2024 than in the first quarter of 2024. Net special items in the second quarter of 2024 were a gain of $297 million compared with a charge of $14 million in the first quarter of 2024.

28

Compared with the second quarter of 2023, the second quarter of 2024 benefited from higher sales volumes ($16 million), lower operating costs ($4 million), lower mill maintenance outage costs ($16 million), lower net interest expense ($8 million), lower tax expense ($3 million) and lower non-operating pension expense ($17 million). These benefits were offset by lower average sales prices net of a favorable mix ($38 million), higher raw material and freight costs ($8 million) and higher corporate and other costs ($11 million). Equity earnings, net of taxes, were $1 million lower in the second quarter of 2024 compared with the second quarter of 2023. Net special items in the second quarter of 2024 were a gain of $297 million compared with a gain of $27 million in the second quarter of 2023.

Sales Volumes by Product (a)

Sales volumes of major products for the three months and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
In thousands of short tons (except as noted)	2024	2023	2024	2023
Industrial Packaging
Corrugated Packaging (b)	2,255	2,393	4,487	4,774
Containerboard	791	600	1,530	1,144
Recycling	552	528	1,127	1,088
Saturated Kraft	49	44	96	78
Gypsum/Release Kraft	67	61	125	121
EMEA Packaging (b)	323	317	663	652
Industrial Packaging	4,037	3,943	8,028	7,857
Global Cellulose Fibers (in thousands of metric tons) (c)	684	625	1,413	1,313

(a)Sales volumes include third party and intersegment sales and exclude sales of equity investees.

(b)Volumes for corrugated box sales reflect consumed tons sold ("CTS"). Board sales for these businesses reflect invoiced tons.

(c)Includes North American volumes and internal sales to mills.

29

Discontinued Operations

Discontinued operations includes the equity earnings of the prior Ilim joint venture. Discontinued operations also includes special items charges of $33 million and $43 million (before and after taxes) for the three months ended June 30, 2023 and March 31, 2023, respectively. The Company completed the sale of the Ilim joint venture in the third quarter of 2023 - this transaction is discussed further in Note 11 - Equity Method Investments of Item 1. Financial Statements.

Income Taxes

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:

	Three Months Ended
	June 30,								March 31,
In millions (except rates)	2024				2023				2024
	Provision (Benefit)		Rate		Provision (Benefit)		Rate		Provision (Benefit)		Rate
Income tax provision (benefit) and reported effective income tax rate	$	(293)	(142)	%	$	33	13	%	$	27	32	%
Income tax effect - non-operating pension (income) expense and pre-tax special items	344				24				1
Operational Tax Provision and Operational Effective Tax Rate	$	51	21	%	$	57	22	%	$	28	31	%

An income tax benefit of $293 million was recorded for the second quarter of 2024 and the reported effective income tax rate was (142)%. The reported effective income tax rate for the second quarter of 2024 was lower than the first quarter of 2024 due to a tax benefit recorded on our internal legal entity restructuring. Excluding a benefit of $346 million related to the tax effects of net special items and an expense of $2 million related to the tax effects of non-operating pension income, the operational effective income tax rate was 21% for the second quarter of 2024. The operational effective income tax rate for the second quarter of 2024 was lower than the first quarter of 2024 primarily due to an increased tax expense on equity-based compensation during the first quarter and tax benefits recorded during the second quarter for higher U.S. foreign tax credits.

An income tax provision of $27 million was recorded for the first quarter of 2024 and the reported effective income tax rate was 32%. Excluding a benefit of $4 million related to the tax effects of net special items and expense of $3 million related to the tax effects of non-operating pension income, the operational effective income tax rate was 31% for the first quarter of 2024.

An income tax provision of $33 million was recorded for the second quarter of 2023 and the reported effective income tax rate was 13%. Excluding a benefit of $21 million related to the tax effects of net special items and benefit of $3 million related to the tax effects of non-operating pension expense, the operational effective income tax rate was 22% for the second quarter of 2023.

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 measure is the reported income tax provision and effective income tax rate. 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 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". 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 19 - Business Segment Information of the Condensed Notes to the Consolidated Financial Statements.

30

Industrial Packaging 

Total Industrial Packaging	2024						2023
In millions	2nd Quarter		1st Quarter		Six Months		2nd Quarter		1st Quarter		Six Months
Sales	$	3,931	$	3,808	$	7,739	$	3,884	$	4,083	$	7,967
Business Segment Operating Profit (Loss)	$	291	$	216	$	507	$	304	$	322	$	626

Industrial Packaging net sales for the second quarter of 2024 were 3% higher compared with the first quarter of 2024 and 1% higher compared with the second quarter of 2023. Business segment operating profit was 35% higher in the second quarter of 2024 compared with the first quarter of 2024 and 4% lower compared with the second quarter of 2023.

North American Industrial Packaging	2024						2023
In millions	2nd Quarter		1st Quarter		Six Months		2nd Quarter		1st Quarter		Six Months
Sales (a)	$	3,628	$	3,486	$	7,114	$	3,550	$	3,724	$	7,274
Business Segment Operating Profit (Loss)	$	281	$	192	$	473	$	284	$	302	$	586

(a)Includes intra-segment sales of $25 million, $17 million for the three months ended June 30, 2024 and 2023, respectively; $26 million and $32 million for the three months ended March 31, 2024 and 2023, respectively; and $51 million and $49 million for the six months ended June 30, 2024 and 2023, respectively.

North American Industrial Packaging sales in the second quarter of 2024 were higher compared to the first quarter of 2024 driven by higher average sales prices reflecting prior index movements and the benefits of our Box Go-to-Market strategy, seasonally higher volumes and a favorable geographic mix. Sales also benefited from one additional shipping day in the second quarter of 2024. Total maintenance and economic downtime was about 54,000 short tons higher in the second quarter of 2024 compared with the first quarter of 2024, as lower maintenance downtime was more than offset by higher economic downtime. Operating costs were higher driven by increased costs on goods and services, administrative spend and spending to improve reliability. Planned maintenance downtime costs were lower in the second quarter of 2024 compared with the first quarter of 2024. Input costs were lower, as lower energy and other raw material costs were partially offset by higher recovered fiber.

Compared with the second quarter of 2023, sales in the second quarter of 2024 were higher reflecting the impact of our Box Go-to-Market strategy and lower economic downtime partially offset by an unfavorable geographic mix. Total maintenance and economic downtime was about 436,000 short tons lower in the second quarter of 2024, due to lower economic and maintenance downtime. Economic downtime was favorably impacted by the mill strategic actions taken in the fourth quarter of 2023. Operating costs increased, driven by increased costs on goods and services, administrative spend and spending to improve reliability. Planned maintenance downtime costs were lower in the second quarter of 2024 compared with the second quarter of 2023. Input costs were higher driven by recovered fiber partially offset by lower energy, wood and other raw material costs.

Entering the third quarter of 2024, sales volumes are expected to be seasonally lower compared to the second quarter of 2024. There is one less shipping day in the third quarter of 2024. The lower volumes will be mostly offset by prior index movements and benefits from our Box Go-To-Market strategy. Operating costs are expected to be higher. Planned maintenance downtime costs are expected to be higher in the third quarter of 2024 compared with the second quarter of 2024. Input costs are expected to be higher driven by energy, recovered fiber and chemicals.

EMEA Industrial Packaging	2024						2023
In millions	2nd Quarter		1st Quarter		Six Months		2nd Quarter		1st Quarter		Six Months
Sales	$	328	$	348	$	676	$	351	$	391	$	742
Business Segment Operating Profit (Loss)	$	10	$	24	$	34	$	20	$	20	$	40

EMEA Industrial Packaging sales in the second quarter of 2024 were seasonally lower compared with the first quarter of 2024. Operating costs were higher driven by higher administrative spend and the impact of a warehouse fire in Morocco. Planned maintenance downtime costs were higher in the second quarter of 2024 compared with the first quarter of 2024. Input costs were higher driven by higher fiber costs partially offset by lower energy costs.

Compared with the second quarter of 2023, sales in the second quarter of 2024 were lower reflecting soft demand in the Eurozone partially offset by a favorable product mix. Operating costs were higher, driven by higher administrative spend and the impact of a warehouse fire in Morocco. Planned maintenance downtime costs were higher in the second quarter of 2024 compared with the second quarter of 2023. Input costs were lower, as higher fiber costs were more than offset by lower energy and chemical costs.

31

Looking ahead to the third quarter of 2024, sales are expected to be stable. Operating costs are expected to be lower. Input costs are expected to be higher, primarily driven by fiber costs. Planned maintenance downtime costs are expected to be lower in the third quarter of 2024.

Global Cellulose Fibers

Total Global Cellulose Fibers	2024						2023
In millions	2nd Quarter		1st Quarter		Six Months		2nd Quarter		1st Quarter		Six Months
Sales	$	717	$	704	$	1,421	$	698	$	811	$	1,509
Business Segment Operating Profit (Loss)	$	31	$	(47)	$	(16)	$	30	$	(16)	$	14

Global Cellulose Fibers net sales in the second quarter of 2024 were 2% higher compared with the first quarter of 2024 and 3% higher than in the second quarter of 2023. Business Segment operating profit was $78 million higher in the second quarter of 2024 compared with the first quarter of 2024 and was $1 million higher compared with the second quarter of 2023.

Sales were higher driven by higher average sales prices in the second quarter of 2024, compared with the first quarter of 2024. Sales volumes were stable as higher fluff volumes were offset by lower commodity volumes. Total maintenance and economic downtime was about 12,000 short tons lower in the second quarter of 2024 compared with the first quarter of 2024 primarily driven by maintenance downtime. Operating costs were lower, reflecting mill efficiencies from the strategic actions taken in the second half of 2024 and the timing of expenditures. Planned maintenance downtime costs in the second quarter of 2024 were lower compared with the first quarter of 2024. Input costs were stable as lower energy costs were offset by higher chemicals and wood costs.

Compared with the second quarter of 2023, sales in the second quarter of 2024 were higher, reflecting higher fluff volumes partially offset by lower commodity volumes partially offset by lower sales prices. Total maintenance and economic downtime was about 144,000 short tons lower in the second quarter of 2024, due to both economic and maintenance downtime. Economic downtime was favorably impacted by the mill strategic actions taken in the second half of 2024. Operating costs were higher. Planned maintenance downtime costs in the second quarter of 2024 were higher compared with the second quarter of 2023. Input costs were lower primarily for chemicals and wood.

Entering the third quarter of 2024, sales are expected to be stable. Planned maintenance downtime costs in the third quarter of 2024 are expected to be lower compared with the second quarter of 2024. Operating costs are expected to be higher. Input costs are expected to be stable.

Cash provided by operations totaled $760 million for the first six months of 2024 compared with $873 million for the comparable 2023 six-month period. Cash provided by working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $12 million for the six months ended June 30, 2024 compared with cash used by working capital components of $88 million for the six months ended June 30, 2023. The decrease in cash provided by operations in the first six months of 2024 compared to the comparable 2023 six-month period was primarily due to the impact of the timing of mill outage spending and input pricing on accounts payable, partially offset by lower accounts receivable cash receipts due to the timing of sales.

Investments in capital projects totaled $449 million in the first six months of 2024, compared to $608 million in the first six months of 2023. Full-year 2024 capital spending is currently expected to be approximately $800 million to $1.0 billion, or 77% to 96% of depreciation and amortization.

Financing activities for the first six months of 2024 included an $8 million net decrease in debt versus a $236 million net increase in debt during the comparable 2023 six-month period.

See Note 16 - Debt of Item 1. Financial Statements for a discussion of various debt-related actions taken by the Company during the six months ended June 30, 2024.

There were no early debt reductions for the three months ended June 30, 2024 and 2023, respectively.

At June 30, 2024, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 10 - Leases and excluding the timber monetization structure disclosed in Note 15 - Variable Interest Entities) by calendar

32

year were as follows: $132 million in 2024; $191 million in 2025; $143 million in 2026; $333 million in 2027; $670 million in 2028 and $4.1 billion thereafter.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At June 30, 2024, the Company held long-term credit ratings of BBB (stable outlook) and Baa2 (stable outlook) by S&P and Moody’s, respectively. In addition, the Company held short-term credit ratings of A2 and P2 by S&P and Moody's, respectively, for borrowings under the Company's commercial paper program.

At June 30, 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 that the Company's 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 June 30, 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 in Note 16 - Debt, and the borrowings under the receivables securitization program being limited by eligible receivables. The Company was in compliance with all its debt covenants at June 30, 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 $1.4 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 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. As of June 30, 2024, the Company had no outstanding borrowings under the commercial paper program.

During the first quarter of 2024, the Company had debt reductions of $3 million related to decreases in the amount of capital leases.

During the second quarter of 2024, the Company had debt reductions of $5 million related to decreases in the amount of capital leases.

International Paper expects to meet projected capital expenditures, service existing debt, meet working capital and dividend payments 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 in open market purchases) 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.

During the first six months of 2024, International Paper used 2.0 million shares of treasury stock for various incentive plans. International Paper also acquired 0.6 million shares of treasury stock, including restricted stock tax withholdings during the first three months of 2024. Repurchases of common stock and payments of restricted stock withholding taxes totaled $22 million during this period. Our current share repurchase program approved by our Board of Directors ("Board") on October 11, 2022, which does not have an expiration date, has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of June 30, 2024. During the three months ended June 30, 2024, no shares of common stock were repurchased under our share repurchase program.

During the first sixth months of 2023, International Paper used approximately 1.6 million shares of treasury stock for various incentive plans. International Paper also acquired 5.9 million shares of treasury stock, including restricted stock tax withholding during the first three months of 2023. 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 repurchase program during this period.

33

Cash dividend payments related to common stock totaled $321 million and $322 million for the first six months of 2024 and 2023, respectively. Dividends were $0.9250 per share for the first six months of 2024 and 2023.

Our pension plan is currently fully funded and we do not anticipate any required cash contributions for the next 12 months.

Variable Interest Entities

Information concerning variable interest entities is set forth in Note 15 in the Company's Annual Report. 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 when the installment notes and third-party loans were extended. The restructured variable interest 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 variable interest 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 previously disclosed timber monetization restructuring tax matter involving the 2015 Financing Entities. 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 Company has paid $252 million in U.S. federal income taxes and $58 million in interest expense as a result of the settlement agreement. Of this amount, the Company paid $163 million in U.S. federal income taxes and $30 million in interest during the first quarter of 2023, with the Company fully satisfying the remaining payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter during the second quarter of 2023.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 judgments about matters that are inherently uncertain.

Accounting policies whose application may have a significant effect on the reported results of operations and financial position of International Paper, and that may require judgments by management that affect their application, include accounting for contingencies, impairment or disposal of long-lived assets, goodwill and other intangible assets, pensions and income taxes.

The Company has included in its Annual Report a discussion of these critical accounting policies, which are important to the portrayal of the Company’s financial condition and results of operations and may require management’s judgments. The Company has not made any changes in these critical accounting policies during the first six months of 2024.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q that are not historical in nature may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by the use of forward-looking or conditional words such as “expects,” “anticipates,” “believes,” “estimates,” “could,” “should,” “can,” “forecast,” “intend,” “look,” “may,” “will,” “remain,” “confident,” “commit” and “plan” or similar expressions. These statements are not guarantees of future performance and reflect management’s current views and speak only as to the dates the statements are made and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. All statements, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding anticipated financial results, economic conditions, industry trends, future prospects, and the execution and consummation of corporate transactions or contemplated acquisitions, including our proposed Business Combination with DS Smith Plc. Factors which could cause actual results to differ include but are not limited to: (i) our ability to consummate and achieve the benefits expected from, and other risks associated with, acquisitions, joint ventures, divestitures, spinoffs, capital investments and other corporate transactions, including, but not limited to, our proposed Business Combination with DS Smith Plc and our ability to integrate and implement our plans, forecasts, and other expectations with respect to the combined company (ii) uncertainty as to whether or when the Business Combination may be completed, if at all (iii) risks with respect to climate change and global, regional, and local weather conditions, as well as risks related to our targets and goals with respect to climate change and the emission of greenhouse gases and other environmental, social and governance matters, including our ability to meet such targets and goals; (iv) loss contingencies and pending, threatened or future litigation, including with respect to environmental related matters; (v) the level of our indebtedness, risks associated with our variable rate debt, and changes in interest rates (including the impact of

34

current elevated interest rate levels); (vi) the impact of global and domestic economic conditions and industry conditions, including with respect to current negative macroeconomic conditions, inflationary pressures and changes in the cost or availability of raw materials, energy sources and transportation sources, supply chain shortages and disruptions, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products, and conditions impacting the credit, capital and financial markets; (vii) risks arising from conducting business internationally, domestic and global geopolitical conditions, military conflict (including the Russia/Ukraine conflict, the conflict in the Middle East, the possible expansion of such conflicts, and the potential geopolitical and economic consequences associated therewith), changes in currency exchange rates, trade protectionist policies, downgrades in our credit ratings, and/or the credit ratings of banks issuing certain letters of credit, issued by recognized credit rating organizations; (viii) the amount of our future pension funding obligations, and pension and healthcare costs; (ix) the costs of compliance, or the failure to comply with, existing and new environmental (including with respect to climate change and greenhouse gas emissions), tax, labor and employment, privacy, anti- bribery and anti-corruption, and other U.S. and non-U.S. governmental laws and regulations; (x) any material disruption at any of our manufacturing facilities or other adverse impact on our operations due to severe weather, natural disasters, climate change or other causes; (xi) our ability to realize expected benefits and cost savings associated with restructuring initiatives; (xii) cybersecurity and information technology risks, including as a result of security breaches and cybersecurity incidents; (xiii) our exposure to claims under our agreements with Sylvamo Corporation; (xiv) our failure to realize the anticipated benefits of the spin-off of Sylvamo Corporation and the qualification of such spin-off as a tax-free transaction for U.S. federal income tax purposes; and (xv) our ability to attract and retain qualified personnel. These and other factors that could cause or contribute to actual results differing materially from such forward-looking statements can be found in our press releases and reports filed with the U.S. Securities and Exchange Commission. In addition, other risks and uncertainties not presently known to the Company or that we currently believe to be immaterial could affect the accuracy of any forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information relating to quantitative and qualitative disclosures about market risk is shown on pages 44-45 of International Paper’s Annual Report, which information is incorporated herein by reference. There have been no material changes in the Company’s exposure to market risk since December 31, 2023.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported (and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure) within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024 (the end of the period covered by this Form 10-Q).

Changes in Internal Control over Financial Reporting:

There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35

ITEM 1.LEGAL PROCEEDINGS

A discussion of material developments regarding certain legal proceedings involving the Company occurring in the period covered by this Form 10-Q is found in Note 14 - Commitments and Contingencies of the Condensed Notes to the Consolidated Financial Statements in this Form 10-Q, which is incorporated by reference herein. Except as set forth in Note 14 – Commitments and Contingencies of the Condensed Notes to the Consolidated Financial Statements in this Form 10-Q, 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 1A.RISK FACTORS

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Part I, Item 1A) other than as discussed below.

Risks Relating to the Proposed Business Combination with DS Smith

The proposed Business Combination with DS Smith may be delayed or not occur at all for a variety of reasons, including that the Business Combination is subject to various closing conditions, including governmental, regulatory and shareholder approvals, as well as other uncertainties, and there can be no assurances as to whether or when it may be completed. Failure to consummate the Business Combination could adversely affect our business, results of operations, financial condition, and the market price of our shares.

On April 16, 2024, the Company issued an announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the “Code”) (the “Rule 2.7 Announcement”) 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”).

The consummation of the Business Combination is subject to the satisfaction or waiver of certain conditions. A number of the conditions are not within our control, and it is possible that such conditions may prevent, delay or otherwise materially adversely affect the completion of the Business Combination. These conditions include, among others: (i) the approval of the proposed scheme of arrangement (the “Scheme”) by DS Smith shareholders; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales (the “Court”); (iii) the Scheme becoming effective no later than October 16, 2025; (iv) the receipt of certain required antitrust and other regulatory approvals; (v) the issuance of the New International Paper Shares (as defined in the Rule 2.7 Announcement) in connection with the Business Combination being duly approved by Company shareholders at the corresponding special meeting of Company shareholders; (vi) confirmation being received by the Company that the New International Paper Shares have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange; and (vii) acknowledgement being received by the Company that the application for Admission (as defined in the Rule 2.7 Announcement) has been approved and the Company’s shares will be admitted to trading on the Main Market for listed securities of the London Stock Exchange.

We cannot predict with certainty whether and when any of the remaining required conditions will be satisfied or if another uncertainty may arise. Failure to complete the Business Combination within the expected timeframe or at all could adversely affect our business, results of operations, financial condition, and the market price of our common stock in a number of ways, including:

•the market price of our shares may decline to the extent that the current market price reflects an assumption that the Business Combination will be consummated;

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Business Combination for which we will have received little or no benefit if the Business Combination is not consummated; and

• we may experience negative publicity and/or reactions from our investors, employees, customers, and other business partners.

36

We may fail to realize the anticipated benefits and operating synergies expected from the Business Combination, which could adversely affect our business, financial condition and operating results.

The success of the Business Combination will depend, in significant part, on our ability to successfully integrate the acquired business, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the Business Combination. We believe that the addition of DS Smith will complement our strategy by bringing together two complementary businesses to create a global sustainable packaging solutions leader with enhanced scale and improved positions in attractive and growing markets. We expect that the Business Combination will generate significant synergies, as set out in more detail in the Rule 2.7 Announcement. Achieving these goals requires growth of the revenue of the combined company and realization of the targeted operating synergies expected from the Business Combination. This growth and the anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. If we are not able to achieve these objectives and 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.

Efforts to complete the Business Combination could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our business, financial condition and operating results.

We have expended, and continue to expend, significant management time and resources in an effort to complete the Business Combination, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the Business Combination and our future could disrupt our business relationships with our existing and potential customers, channel partners, service providers and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or DS Smith. Uncertainty regarding the outcome of the Business Combination could also adversely affect our ability to recruit and retain key personnel and other employees. The pendency of the Business Combination may also result in negative publicity and a negative impression of us in the financial markets, and may lead to litigation against us and our directors and officers. Such litigation would be distracting to management and, may, in the future, require us to incur significant costs. Such litigation could result in the Business Combination being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Business Combination from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.

The Business Combination will result in significant integration costs and any material delays or unanticipated additional expenses may harm our business, financial condition and results of operations. We may not be able to integrate DS Smith into the combined company successfully.

The Business Combination involves the integration of two businesses that previously operated independently. If the parties complete the Business Combination, the composition of the Company’s Board may change from the current board of directors and, following an assessment, the Company’s leadership team may change. The complexity and magnitude of the integration effort associated with the Business Combination are significant and require that we fund significant capital and operating expenses to support the integration of the combined operations. Such expenses have included significant transaction, consulting and third-party service fees. As set out in the Rule 2.7 Announcement, we anticipate that the total costs to achieve the synergies associated with the Business Combination would be approximately $370 million (£297 million). However, the anticipated costs are subject to change. We have incurred and expect to continue to incur additional operating expenses as we build up internal resources or engage third party providers while we integrate the combined company following the Business Combination.

Additionally, the process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or both of us and DS Smith. The diversion of management’s attention and any delays or difficulties encountered in connection with the integration of the operations, or the failure to successfully integrate the two businesses, could have a material adverse effect on our business, financial condition and results of operations.

The complexity of the integration and transition associated with the Business Combination, together with DS Smith’s increased scale and global presence, may result in us incurring significant costs to implement changes to our internal control over financial reporting for the Combined Company.

The additional scale of DS Smith’s operations, together with the complexity of the integration effort, including changes to or implementation of critical information technology systems, may result in us incurring significant costs, including management time, to integrate and implement changes to our controls over financial reporting with DS Smith. In addition, we will have to

37

train new employees and third-party providers, and assume operations in jurisdictions where we have not previously had operations. We expect that the Business Combination may necessitate significant modifications to our internal control systems, processes and information systems, both on a transition basis and over the longer-term as we fully integrate the combined company. Due to the complexity of the Business Combination, we cannot be certain that changes to our internal control over financial reporting will be effective for any period, or implemented in an efficient manner which does not incur significant costs and management time. If we are unable to implement such changes to our internal controls over financial reporting in an efficient manner, our business, financial condition and results of operations and the market perception thereof may be materially 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 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, our acquisition of DS Smith, or our decision to independently enter new international markets where DS Smith previously conducted business, could also expose us to tax liabilities and other amounts owed by DS Smith. The occurrence of such unforeseen or unanticipated liabilities, should they be significant, could have a material adverse effect on our business, financial condition and results of operations.

Certain DS Smith agreements may contain change of control provisions which, if not waived, could have material adverse effects on the combined company.

DS Smith is a party to various agreements with third parties, including certain financing agreements, customer and supplier contracts and other material contracts, that may contain change of control provisions that will be triggered upon the completion of the Business Combination. In addition, certain DS Smith financing instruments, including the Revolving Credit Facility and the DS Smith notes contain change of control provisions that will be triggered upon the completion of the Business Combination if coupled with a downgrade in (or withdrawal of) the credit rating of the applicable instruments to below investment grade during a period of time after completion of the Business Combination. Agreements with change of control provisions typically provide for or permit the termination of the agreement and/or the ability to demand repayment or redemption upon the occurrence of a change of control of one of the parties which can be waived by the relevant counterparties. If the Company and DS Smith determine that one or more such waivers are necessary, DS Smith will make reasonable efforts to seek and obtain these waivers. There can be no assurance that such consent will be obtained at all or on favorable terms, and as of the date of this document, no such waivers have been sought or obtained. The inability to obtain waivers from more than one relevant counterparty and/or the requirement to repay or redeem such financing instruments could have a material adverse effect on the combined company’s business, financial condition, cash flow and results of operations.

Stockholders in the combined company will be exposed to additional currency exchange rate fluctuations as, following completion of the Business Combination, there will be an increased proportion of assets, liabilities and earnings denominated in foreign currencies.

As a result of the Business Combination, the financial results of the combined company will be more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings will be denominated in non-U.S. Dollar currencies. The combined company will present its 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. The combined company’s 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 the combined company’s financial results.

The Takeover Code restricts the Company’s ability to cause DS Smith to consummate the Business Combination and limits the relief the Company may obtain in the event DS Smith’s Board of Directors withdraws its support of the Business Combination.

The Takeover Code limits the contractual commitments that may be obtained from DS Smith to take actions in furtherance of the Business Combination, and DS Smith’s Board of Directors may, if its fiduciary duties so require, withdraw its recommendation in support for the Business Combination, and withdraw the Scheme, at any time prior to the Scheme arrangement becoming effective. The Takeover Code does not permit DS Smith to pay any break fee to the Company if the DS Smith Board of Directors does so, nor can DS Smith be subject to any restrictions on soliciting or negotiating other offers or

38

transactions involving DS Smith other than the restrictions that arise under the Takeover Code against undertaking actions or entering into agreements which might frustrate the Company’s takeover offer for DS Smith.

Even if a material adverse change to DS Smith’s business or prospects were to occur prior to closing, we may not be able to invoke the offer conditions and terminate the Business Combination, which could reduce the value of our shares.

Under the Takeover Code, and except for a limited number of conditions, such as the approval of the Share Issuance Proposal and the DS Smith shareholder approval (or the minimum acceptance condition if the Business Combination is implemented by way of a takeover offer) we may invoke a condition to the Business Combination to cause the Business Combination not to proceed only if the UK Panel on Takeovers and Mergers (the “Panel”) is satisfied that the circumstances giving rise to that condition not being satisfied are of material significance to the Company in the context of the Business Combination. Because of this Panel consent requirement, the conditions, including as to a material adverse change affecting DS Smith, may provide us less protection than the customary conditions in an offer for a U.S. domestic company.

Issuance of Company shares in connection with the Business Combination will reduce our existing stockholders’ aggregate ownership and voting interest in the Company, will result in existing stockholders exercising less influence over management, and may adversely affect the market price of our shares.

In connection with the payment of the Business Combination consideration, we expect to issue approximately 180 million Company shares. Company stockholders and DS Smith shareholders are expected to own approximately 66.3% and 33.7%, respectively, of the combined group following closing. The issuance of these new shares will reduce our existing stockholders’ ownership and voting interest in the Company and, as a result, our existing stockholders, individually and in the aggregate, will be able to exert less influence. Additionally, continuing our current dividend practices following the Business Combination will require additional cash to pay such dividends. For this and other reasons generally affecting the ability to pay dividends, Company stockholders may not receive the same dividends they have received in the past following the Business Combination. The issuance of these new shares may also result in fluctuations in the market price of Company shares, including a price decrease.

Following completion of the Business Combination, our international operations will be subject to the laws and regulations of the United States and many foreign countries. Failure to comply with these laws may affect our ability to conduct business in certain countries and may affect our financial performance.

We and DS Smith are, and, following completion of the Business Combination, the combined company will be, subject to a variety of laws regarding our international operations, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and regulations issued by U.S. Customs and Border Protection, the U.S. Bureau of Industry and Security, and the regulations of various foreign governmental and regulatory agencies. We cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. In addition, actual or alleged violations of these laws could result in enforcement actions and financial penalties that could result in substantial costs. The occurrence of any of the foregoing could have a material and adverse effect on our business, financial condition and results of operations.

Following completion of the Business Combination, we will be subject to specific risks associated with expanded international operations.

Revenues derived from international operations following completion of the Business Combination are subject to risks inherent in doing business outside the U.S. These risks include:

•economic or political instability;

•trade protection measures, including tariffs or import-export restrictions;

•restrictions on currency repatriation;

•significant adverse changes in taxation policies or other laws or regulations;

•partial or total expropriation of international assets; and

•the disruption of operations from political disturbances, terrorist activities, insurrection or war.

If any of these risks were to materialize, they may have a material adverse effect on our business, financial condition and results of operations.

39

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

Period	Total Number of Shares Purchased (a)	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)
April 1, 2024 - April 30, 2024	4,585	$38.69	—	$2.96
May 1, 2024 - May 31, 2024	4,971	36.26	—	2.96
June 1, 2024 - June 30, 2024	64	35.83	—	2.96
Total	9,620

(a) 9,620 shares were acquired from employees or members of our Board as a result of share withholdings to pay income taxes under the Company's 2024 Long-Term Incentive Compensation Plan (the "2024 LTICP"), effective as of May 13, 2024. The 2024 LTICP replaced the Amended and Restated 2009 Incentive Compensation Plan. During these periods, no shares were purchased under our share repurchase program, which does not have an expiration date. On October 11, 2022, our Board increased the authorization to repurchase shares up to a total of $3.35 billion shares. As of June 30, 2024, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase under a previous Board authorization.

Not applicable.

Not applicable.

(a) Not applicable.

(b) Not applicable.

(c) During the quarter ended June 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as defined in Item 408 of Regulation S-K.

40

ITEM 6. EXHIBITS

10.1*+	Notice of Award under the 2024 Long-Term Incentive Plan Performance Stock Unit Inducement Award (stock settled) between International Paper Company and Andrew K. Silvernail, accepted May 7, 2024.
10.2*+	Form of Notice of Award under the Long-Term Incentive Plan Performance Stock Units (stock settled) between International Paper Company and Andrew K. Silvernail providing for retirement eligibility at 60 years of age regardless of service.
10.3*+	Notice of Award under the Recognition Award Plan Restricted Stock Units (stock settled) between International Paper Company and W. Thomas Hamic, providing for accelerated vesting, accepted June 26, 2024.
10.4	2024 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 16, 2024).
10.5*+	Time Sharing Agreement dated May 14, 2024 (and effective May 1, 2024) by and between Andrew K Silvernail and International Paper Company.
10.6*+	Change-in-Control Agreement dated May 6, 2024 by and between Andrew K. Silvernail and International Paper Company providing for retirement eligibility at 60 years of age regardless of service and cash severance payment equal to 2.99 times the sum of base salary plus target bonus.
31.1*	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Extension Presentation Linkbase.
104	Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

+ Management contract or compensatory plan or arrangement.

41

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INTERNATIONAL PAPER COMPANY                         (Registrant)
July 26, 2024	By	/s/ Timothy S. Nicholls
		Timothy S. Nicholls
		Senior Vice President and Chief Financial Officer
July 26, 2024	By	/s/ Holly G. Goughnour
		Holly G. Goughnour
		Vice President – Finance and Corporate Controller

42

EX-10.1

Exhibit 10.1

International Paper Company

Notice of Award under the

2024 Long-Term Incentive Plan (“LTIP”)

Performance Stock Units (PSUs) Inducement Award

Andrew K. Silvernail

###HOME_ADDRESS###

THIS CERTIFIES THAT, effective May 1, 2024, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Paper Company (the “Company”) has authorized the grant (the “Inducement PSU Award”) of performance-based restricted stock units (“Performance Stock Units” or “PSUs”) to Andrew K. Silvernail (the “Participant”) under the terms and conditions of the International Paper Company Amended and Restated 2009 Incentive Compensation Plan (the “Plan”). The Inducement PSU Award is subject to the Terms and Conditions on the reverse side of this certificate.

Date of Award:     May 1, 2024

Target Number of PSUs:        240,930

Performance Period:    May 1, 2024 through May 1, 2027

The Committee has approved the target number of PSUs for this Inducement PSU Award, which is ###TOTAL_AWARDS### andis equal to the quotient of (i) $8,500,000 divided by (ii) the closing price of a share of the Company’s common stock on May 1, 2024 (the “Grant Date Closing Price”) (i.e., $ 35.28). The actual number of PSUs as to which the Participant may vest under this PSU Inducement Award will be determined in accordance with the following table. For the purpose of the table below. except as otherwise provided in the Terms of the Award, “Ending Average Stock Price,” means the average of the closing prices of the Company common stock on each trading day during the ninety (90) day period ending on May 1, 2027.

Ending Average Stock Price	Percentage of Inducement PSU Award Vested
Less than the Grant Date Closing Price plus $10	0%
Equal to the Grant Date Closing Price plus $10 (“Performance Hurdle I”)	100% of target PSUs
Equal to Grant Date Closing Price plus $20 (“Performance Hurdle II”)	150% of target PSUs
Equal to or greater than the Grant Date Closing Price plus $30 (“Performance Hurdle III”)	200% of target PSUs

If the actual Ending Average Stock Price is between the threshold amount applicable to any two of the above stated performance hurdles, the number of PSUs that become vested shall be determined by linear interpolation between the applicable percentages for such performance hurdles. For the avoidance of doubt, if the Ending Average Stock Price is less than Performance Hurdle I, no portion of the Inducement PSU Award shall vest.

Exhibit 10.1

The actual number of PSUs which become vested at the end of the performance period may be greater or less than the Participant’s target number of PSUs based on the table.

Terms not otherwise defined in this certificate have the meaning assigned to them in the Plan. In the event of any inconsistency between the Terms and Conditions and the provisions of the Plan, the Terms and Conditions will govern. By accepting this Inducement PSU Award, the Participant acknowledges receipt of a copy of the Company’s LTIP prospectus, represents that he or she is familiar with the terms and conditions of the Plan and agrees to accept this Award subject to all the terms and conditions of the Plan and of the Award.

IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of the 1st day of May, 2024.

International Paper Company

/s/ Thomas J. Plath________

Senior Vice President,

Human Resources and Corporate Affairs

Exhibit 10.1

TERMS AND CONDITIONS OF AWARD    

This Long-Term Incentive Plan Inducement Performance Share Unit award agreement is made between you, the Participant, and International Paper Company, a New York corporation (the “Company”), by direction of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”). This award (“Inducement PSU Award”) is subject to the provisions of the Company’s Amended and Restated 2009 Incentive Compensation Plan (the “Plan”). Terms not defined herein are defined in the Plan. This award agreement serves as your acceptance of the Inducement PSU Award and the terms and conditions described in this award agreement.

1.Compliance with Laws and Regulations. It is intended that this Inducement PSU Award, and any securities issued pursuant to this Inducement PSU Award, will comply with all provisions of federal and applicable state securities laws.

2.Performance-Based Restricted Stock Units

(a)Subject to Section 4(b) below, all performance-based restricted stock units (“Performance Share Units” or “PSUs”) issued under this Inducement PSU Award will be contingently awarded with respect to the specific three-year performance period (the “Performance Period”) as described in the Notice of Award set forth on the reverse. PSUs may not be sold, transferred, pledged, or assigned at any time. You will be asked to file a beneficiary designation form with the Company that names the beneficiary or beneficiaries of the Award.

(b)Payout of an Award is contingent solely upon the Company’s achievement of the performance goals over the Performance Period, and not on individual performance.

(c)All dividend equivalent units accrued during the Performance Period will be reinvested in additional PSUs (which will be allocated to the same Performance Period and will be subject to being earned on the same basis as the original Inducement PSU Award).

3. Payment of Withholding Taxes. Generally, to pay withholding taxes due on an Award upon payout, the Company will reduce the number of shares of common stock paid to you by an amount sufficient to pay statutorily required withholding taxes.

4.    Method of Determining Actual Award and Removal of Restrictions

(a)As soon as practicable after the end of the Performance Period, the number of PSUs which become vested under this Inducement PSU Award will be determined by the Committee. The decision by the Committee will be final, conclusive, and binding upon all parties, including the Company, the shareowners and you. Following the Committee’s approval of the number of PSUs which have become vested, you will receive unrestricted shares of Company common stock equal to the number of vested PSUs.

(b)If your employment terminates prior to the end of the Performance Period, due to (i) your death, (ii) your Disability, (iii) the termination of your employment by the Company without Cause or (iv) your termination of your employment for Good Reason, the service condition applicable to this Inducement PSU Award shall be deemed satisfied upon your termination of employment (subject to your execution and delivery of a release of claims (as described in the “Employment Letter,” as defined below) (the “Release”) within 60 days following your termination of employment). In the event of any such termination, you will receive the number of PSUs, if any, that would have been earned based on the table in your award certificate as of the date of your termination but deeming the “Ending Average Stock Price” to be the average closing prices of the Company’s common stock over the 90-calendar-day period ending on and including the date of termination. For the purposes of this Inducement PSU Award, Cause and Good Reason have the meaning (both substantive and procedural) assigned in them

Exhibit 10.1

in your Terms and Conditions of Offer of Employment as Chief Executive Officer dated March 14, 2024 (the “Employment Letter”).

(c)Your Inducement PSU Award will be forfeited and cancelled upon the following events: (i) termination of your employment for Cause, (ii) in the United States, your refusal to sign the Release in connection with the payment of a termination allowance, (iii) voluntary resignation without Good Reason before retirement eligibility, (iv) violation of a restrictive covenant agreement, such as a Non-Competition, Non-Solicitation or Confidentiality Agreement, (v) failure of an Executive Officer to provide one-year’s notice of retirement, or (vi) your Misconduct.

(d)Except as may be provided in your Change in Control Agreement, in the event of a Change in Control of the Company, the Inducement PSU Award will be treated as described in the 2023 Administrative Guidelines for the Plan.

(e)    In the event the Company’s financial statements are required to be restated as a result of errors, omissions or fraud, the Company may recover all or a portion of this award with respect to any fiscal year of the Company in accordance with administrative guidelines. Additional mandatory clawback provisions apply to current and former Executive Officers, as defined in the Company’s Clawback Policy.

5.    Changes in Stock. In the event of any stock dividend, split, reclassification or other analogous change in capitalization, or any distribution (other than regular cash dividends) to holders of the Company’s common stock, the Committee will make such adjustments, if any, as it deems to be equitable in the number of PSUs awarded to you.

6.    Other Terms and Conditions

(a)The Board or the Committee may, at any time and from time to time, amend, modify, or terminate the Plan without shareowner approval, subject to certain limitations described in the Plan. Further, the granting of an award is discretionary by the Company. The Company may change the eligibility or other provisions of the Plan with Committee approval at any time.

(b)You (or your estate or beneficiary) will promptly provide all information related to this Inducement PSU Award that is requested by the Company for its tax returns.

(c)You (and your surviving spouse, beneficiary, executor, administrator, heirs, successors, or assigns) hereby agree to accept as binding, conclusive and final all decisions that are made by the Committee with respect to interpretations of the terms and condition of the Plan or this Inducement PSU Award and with respect to any questions or disputes arising under the Plan or this Inducement PSU Award.

(d)Participation in the Plan and receipt of this Inducement PSU Award will not give you any right to a subsequent award, or any right to continued employment by the Company for any period, nor will the granting of an award give the Company any right to your continued services for any period. You understand that this Inducement PSU Award is in addition to, and not a part of, your annual salary.

(e)You agree that if execution of one or more restrictive covenant agreements is required, this Inducement PSU Award will be contingent upon your execution of such agreement(s).

(f)This Inducement PSU Award is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and will be interpreted in accordance with such intent.

EX-10.2

Exhibit 10.2

International Paper Company

Notice of Award under the

2009 Amended and Restated Incentive Compensation Plan (“LTIP”)

Performance Stock Units (PSUs)

Andrew K. Silvernail

###HOME_ADDRESS###

THIS CERTIFIES THAT, effective May 1, 2024, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Paper Company (the “Company”) has authorized the grant (the “Award”) of performance-based restricted stock units (“Performance Stock Units” or “PSUs”) to Andrew K. Silvernail (the “Participant”) under the terms and conditions of the International Paper Company Amended and Restated 2009 Incentive Compensation Plan (the “Plan”). The Award is subject to the Terms and Conditions on the reverse side of this certificate.

Date of Award:     ###DATE###

Target Number of PSUs:        ###TOTAL_AWARDS###

Performance Period:    January 1, 2024 through December 31, 2026

The Committee has approved the target number of PSUs for this Award, which is ###TOTAL_AWARDS###. The actual number of PSUs that the Participant may receive under this Award will be based on the Company’s performance achievement over the performance period. The Company’s performance achievement is based (i) 50% on the Company’s absolute Return on Invested Capital (“ROIC”) and (ii) 50% on the Company’s relative Total Shareholder Return (“TSR”) measured against the Company’s TSR Peer Group. The actual number of PSUs as to which the Participant may vest at the end of the performance period may be greater or less than the Participant’s target number of PSUs based on the Company’s actual performance achievement. The actual number of PSUs that vest at the end of the performance period may be reduced at the discretion of the Committee.

Terms not otherwise defined in this certificate have the meaning assigned to them in the Plan. In the event of any inconsistency between the Terms and Conditions and the provisions of the Plan, the Terms and Conditions will govern. By accepting this Award, the Participant acknowledges receipt of a copy of the Company’s LTIP prospectus, represents that he or she is familiar with the terms and conditions of the Plan and agrees to accept this Award subject to all the terms and conditions of the Plan and of the Award.

IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of the 1st day of May, 2024.

International Paper Company

/s/ Thomas J. Plath________

Senior Vice President,

Human Resources and Corporate Affairs

Exhibit 10.2

TERMS AND CONDITIONS OF AWARD

This Long-Term Incentive Plan Performance Share Unit award agreement is made between you, the Participant, and International Paper Company, a New York corporation (the “Company”), by direction of the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”). This award (the “Award”) is subject to the provisions of the Company’s Amended and Restated 2009 Incentive Compensation Plan (the “Plan”). Terms not defined herein are defined in the Plan. This award agreement serves as your acceptance of the Award and the terms and conditions described in this award agreement.

1.Compliance with Laws and Regulations. It is intended that this Award, and any securities issued pursuant to this Award, will comply with all provisions of federal and applicable state securities laws.

2.Performance-Based Restricted Stock Units

(a)All performance-based restricted stock units (“Performance Share Units” or “PSUs”) issued under this Award will be contingently awarded with respect to the specific three-year performance period (the “Performance Period”) as described in the Notice of Award set forth on the reverse. PSUs may not be sold, transferred, pledged, or assigned at any time. You will be asked to file a beneficiary designation form with the Company that names the beneficiary or beneficiaries of the Award.

(b)Payout of an Award is contingent solely upon the Company’s achievement of the performance goals over the Performance Period, and not on individual performance.

(c)All dividend equivalent units accrued during the Performance Period will be reinvested in additional PSUs (which will be allocated to the same Performance Period and will be subject to being earned on the same basis as the original Award).

3. Payment of Withholding Taxes. Generally, to pay withholding taxes due on an Award upon payout, the Company will reduce the number of shares of common stock paid to you by an amount sufficient to pay statutorily required withholding taxes.

4.    Method of Determining Actual Award and Removal of Restrictions

(a)As soon as practicable after the Performance Period, the number of PSUs which become vested under this Award will be determined by the Committee. The decision by the Committee will be final, conclusive, and binding upon all parties, including the Company, the shareowners and you. Following the Committee’s approval of the number of PSUs which have become vested, you will receive unrestricted shares of Company common stock equal to the number of vested PSUs.

(b)You will receive prorated PSUs in the following events: (i) termination of your employment if you are eligible for a termination allowance; (ii) termination of your employment as a result of the Company’s divestiture of your business; (iii) death; (iv) Disability; (v) termination of your employment without Cause; (vi) termination of your employment by you voluntarily for Good Reason, or (vii) voluntary resignation after retirement eligibility (your attainment of age 60 regardless of years of service), (subject to your execution and delivery of a release of claims (as described in the “Employment Letter,” as defined below) (the “Release”) within 60 days following your termination of employment). In these events, you (or, if applicable, your beneficiary or estate) will receive the number of PSUs that would have been earned based on actual Company performance, prorated based on the number of months you were employed for at least one day during the Performance Period.Your award will be prorated based on the number of months you were employed for at least one day during the Performance Period. Such PSUs are payable at the same time and in the same form as otherwise payable under the Plan. For the purposes of this Award, Cause and Good Reason have the meaning (both substantive and procedural) assigned in them in your Terms and Conditions of Offer of Employment as Chief Executive Officer dated March 14, 2024 (the “Employment Letter”).

(c)Your Award will be forfeited and cancelled upon the following events: (i) termination of your employment for Cause, (ii) in the United States, your refusal to sign the Release in connection with the

Exhibit 10.2

payment of a termination allowance, (iii) voluntary resignation without Good Reason before retirement eligibility, (iv) violation of a restrictive covenant agreement, such as a Non-Competition, Non-Solicitation or Confidentiality Agreement, (v) failure of an Executive Officer to provide one-year’s notice of retirement, or (vi) your Misconduct.

(d)Except as may be provided in your Change in Control Agreement, in the event of a Change in Control of the Company, the Award will be treated as described in the 2023 Administrative Guidelines for the Plan.

(e)    In the event the Company’s financial statements are required to be restated as a result of errors, omissions or fraud, the Company may recover all or a portion of this award with respect to any fiscal year of the Company in accordance with administrative guidelines. Additional mandatory clawback provisions apply to current and former Executive Officers, as defined in the Company’s Clawback Policy.

5.    Changes in Stock. In the event of any stock dividend, split, reclassification or other analogous change in capitalization, or any distribution (other than regular cash dividends) to holders of the Company’s common stock, the Committee will make such adjustments, if any, as it deems to be equitable in the number of PSUs awarded to you.

6.    Other Terms and Conditions

(a)The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareowner approval, subject to certain limitations described in the Plan. Further, the granting of an award is discretionary by the Company. The Company may change the eligibility or other provisions of the Plan with Committee approval at any time.

(b)You (or your estate or beneficiary) will promptly provide all information related to this Award that is requested by the Company for its tax returns.

(c)You (and your surviving spouse, beneficiary, executor, administrator, heirs, successors, or assigns) hereby agree to accept as binding, conclusive and final all decisions that are made by the Committee with respect to interpretations of the terms and condition of the Plan or this Award and with respect to any questions or disputes arising under the Plan or this Award.

(d)Participation in the Plan and receipt of this Award will not give you any right to a subsequent award, or any right to continued employment by the Company for any period, nor will the granting of an award give the Company any right to your continued services for any period. You understand that this Award is in addition to, and not a part of, your annual salary.

(e)You agree that if execution of one or more restrictive covenant agreements is required, this Award will be contingent upon your execution of such agreement(s).

(f)This Award is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and will be interpreted in accordance with such intent.

EX-10.3

Exhibit 10.3

International Paper Company

Notice of Award under the Recognition Award Plan

Recognition Award - Restricted Stock Units (RA-RSUs)

Stock-Settled

W. Thomas Hamic

###HOME_ADDRESS###

THIS CERTIFIES THAT, effective June 14, 2024, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Paper Company (the “Company”) has authorized the grant (the “Award”) of time-based restricted stock units (the “Restricted Stock Units” or “RSUs”) to W. Thomas Hamic (the “Participant”) under the terms and conditions of the International Paper Company 2024 Long-Term Incentive Compensation Plan (the “Plan”). The Award is subject to the terms and conditions (the “Terms and Conditions”) herein.

Date of Award:     June 14, 2024    

Number of Units:30,000

Vesting Date:    April 1, 2026

The Committee has approved the target number of RSUs for this Award, which
is 30,000. The RSUs will remain restricted until fully vested on the vesting date with accelerated vesting in certain circumstances, including following an Involuntary Termination for reasons other than for Cause, as defined in the Plan. The RSUs will be settled in shares of Company common stock.

Terms not otherwise defined in this certificate have the meaning assigned to them in the Plan. In the event of any inconsistency between the Terms and Conditions and the provisions of the Plan, the Plan will govern. By accepting this Award, the Participant acknowledges receipt of a copy of the Company’s LTIP prospectus relating to this Award, represents that he or she is familiar with the terms and conditions of the Plan and agrees to accept this Award subject to all the terms and conditions of the Plan and of the Award.

IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of June 14, 2024.

International Paper Company

/s/ Thomas J. Plath

Senior Vice President, Human Resources and Global Citizenship

Exhibit 10.3

TERMS AND CONDITIONS OF RECOGNITION AWARD - RESTRICTED STOCK UNITSAWARD

This Restricted Stock Units Award agreement is made between you, the Participant, and International Paper Company, a New York corporation (the “Company”), by direction of the Senior Vice President – Human Resources and Corporate Affairs. This award (the “Award”) is subject to the provisions of the Company’s 2024 Long-Term Incentive Compensation Plan (the “Plan”). Terms not otherwise defined herein have the meaning assigned to them in the Plan. This Award agreement serves as your acceptance of the Award and the terms and conditions described in this Award agreement.

1.Compliance with Laws and Regulations. It is intended that this Award, and any securities issued pursuant to this Award, will comply with all provisions of federal and applicable state securities laws.

2.Restricted Stock Units.

(a)All restricted stock units issued under this Award will be contingently awarded with respect to the specific vesting period (the “Vesting Period”) as described in the Award Certificate set forth herein. The restricted stock units will vest on the date specified in the Award Certificate (the “Vesting Date”). The restricted stock units may not be sold, transferred, pledged or assigned at any time.

(b)Except as provided in 2(d) and in paragraph 4 below, payout of an Award is contingent solely upon the passage of time and your continued service with the Company through the Vesting Date, and not on Company or individual performance.

(c)All dividend equivalent units accrued during the Vesting Period will be reinvested in additional restricted stock units (which will be allocated to the same Vesting Period and will be subject to the same terms and conditions as the original Award).

(d)If you experience an involuntary termination for reasons other than for Cause (as defined in the International Paper Company 2024 Long-Term Incentive Compensation Plan) prior to the Vesting Date, the vesting of the shares will automatically accelerate so that this Award will, immediately before the effective date of the involuntary termination, become fully vested for all of the shares of common stock subject to this Award.

3.    Payment of Withholding Taxes. Generally, to pay withholding taxes due on an Award upon payout, the Company will reduce the number of restricted stock units paid to you by an amount sufficient to pay the minimum statutorily required withholding taxes.

4.    Method of Determining Actual Award and Removal of Restrictions.

(a)As soon as reasonably practicable after the Vesting Date (but in no event later than 30 days thereafter), the number of restricted stock units that have vested under this Award will be determined and you will receive, in settlement of the Award, a number of unrestricted shares of Company common stock equal to the number of restricted stock units that vest.

(b)You will receive accelerated vesting of all outstanding restricted stock units underlying this Award upon a termination of employment for the following events: (i) death or (ii) Disability. In these events, all unvested restricted stock units will accelerate and you (or, if applicable, your beneficiary or estate) will receive a number of unrestricted shares of Company common stock equal to the number of restricted stock units that would have vested upon the Vesting Date. Such restricted stock units will be settled, and the Company common stock delivered to you as soon as reasonably practicable following the date of your termination of employment due to death or Disability (but in no event later than 30 days thereafter).

(c)You will receive a prorated, accelerated vesting of all outstanding restricted stock units underlying this Award upon termination of employment in connection with a divestiture made by the Company or upon an elimination of position by the Company. Your award will be prorated based upon your months of service prior to your termination and will vest immediately and will be settled in shares of our common stock or an equivalent value in cash, as applicable, as soon as reasonably practicable following the date of your termination of employment.

(d)Your Award will be forfeited and cancelled if you cease to be an active employee of the Company prior to the Vesting Date for any reason other than death, Disability, involuntary termination for reasons other than for Cause, termination due to a divestiture made by the Company or upon an elimination of position by the Company.

(e)In the event of a Change of Control of the Company, the Award will be treated as described in the Plan.

Exhibit 10.3

(f)In the event the Company‘s financial statements are required to be restated as a result of errors, omissions or fraud, the Company may recover all or a portion of the Award with respect to any fiscal year of the Company during the Vesting Period the financial results of which are negatively affected by such restatement. Additional mandatory clawback provisions apply to current and former executive officers, as defined in the Company’s Clawback Policy.

5.    Changes in Stock. In the event of any stock dividend, split, reclassification or other analogous change in capitalization, or any distribution (other than regular cash dividends) to holders of the Company’s common stock, the Committee will make such adjustments, if any, as it deems to be equitable in the number of restricted stock units awarded to you, in accordance with administrative guidelines.

6.    Other Terms and Conditions.

(a)The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareowner approval, subject to certain limitations described in the Plan. Further, the granting of an Award is discretionary by the Company. The Company may change the eligibility or other provisions of the Plan with Committee approval at any time.

(b)You (or, if applicable, your estate or beneficiary) will promptly provide all information related to this Award that is requested by the Company for its tax returns.

(c)You (and your surviving spouse, beneficiary, executor, administrator, heirs, successors or assigns) hereby agree to accept as binding, conclusive and final all decisions that are made by the Committee with respect to interpretations of the terms and conditions of the Plan or this Award and with respect to any questions or disputes arising under the Plan or this Award.

(d)Participation in the Plan and receipt of this Award will not give you any right to a subsequent award, or any right to continued employment by the Company for any period, nor will the granting of an Award give the Company any right to your continued services for any period. You understand that this Award is in addition to, and not a part of, your annual salary.

(e)You agree that if execution of one of more restrictive covenant agreements is required, this Award will be contingent upon your execution of such agreement(s).

EX-10.4

Exhibit 10.4

PROSPECTUS

THE INTERNATIONAL PAPER COMPANY

2024 LONG-TERM INCENTIVE COMPENSATION PLAN

_________________

THIS DOCUMENT CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

_________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person has been authorized to give any information or to make any representation not contained in this prospectus in connection with the offer contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by International Paper Company. This prospectus does not constitute an offer of any securities other than those to which it relates, or an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any transaction hereunder shall under any circumstances create any implication that there has been no change in our affairs or those of our subsidiaries since the date of this prospectus. Persons who are deemed to be our “affiliates” under the Securities Act of 1933, as amended, (the “Securities Act”) may only reoffer or resell shares of our stock acquired pursuant to the registration provisions of the Securities Act or an exemption therefrom, including Rule 144.

International Paper (http://www.internationalpaper.com) is a global producer of renewable fiber-based packaging and pulp products, with manufacturing operations in North America, Latin America, Europe, and North Africa. INTERNATIONAL PAPER COMPANY 6400 Poplar Avenue Memphis, Tennessee 38197 U.S.A.

The date of this prospectus is May 13, 2024

#98155104v3    

Exhibit 10.4

Introduction

This prospectus relates to shares of common stock (“Shares”) that are provided as incentive Awards (“Award”) to non-employee directors and selected designated employees of International Paper Company (the “Company”) and its affiliates pursuant to the 2024 Long-Term Incentive Compensation Plan (the “Plan”). The purpose of the Plan is to improve the performance of the Company on a long-term basis and to attract and retain certain persons in the employ of the Company.

The Plan was approved by the Company’s shareowners on May 13, 2024.

The summary of the Plan contained in this prospectus is subject to the terms of the Plan, which is available upon request to the Company at no charge.

The Plan is administered by the Management Development and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). Unless terminated earlier, the Plan will continue in effect until the date of the 2034 annual shareowners’ meeting or, if the shareowners approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary of the date of such approval.

The Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, or qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Eligibility

Participation in the Plan is limited to non-employee directors and designated employees of the Company or any affiliate. Generally, full-time, active, U.S.-based employees who are in position level 18 and above are eligible to participate. In addition, certain employees outside the U.S. are eligible to participate in the Plan. Certain employees may be required to sign a Non-Competition and/or Non-Solicitation Agreement to receive an Award. Employees who do not meet minimal individual performance levels will not be eligible for a grant.

Awards Under the Plan

Types of Awards: The types of Awards under the Plan may include, without limitation, one or more of the following: (1) Stock options (“Options”); (2) Stock Appreciation Rights (“SARs”); (3) Restricted Stock; (4) Restricted Stock Units (“RSUs”); (5) Deferred Stock Units; and (6) Performance Awards.

•Options: Option grants provide a right to purchase Stock at a specified priced during specified time periods. Option Awards under the Plan may be in the form of incentive stock options (i.e., meeting the requirements of Section 422 of the Code) or non-qualified stock options (i.e., any other options). Under the terms of the Plan:

oNo Option will be exercisable later than 10 years after the date of the grant.

oNo Option shall provide for dividend equivalents and the Committee may not reprice options without shareowner approval.

oThe Committee is authorized to determine the exercise price per share for Options provided that the option shall not be less than the Fair Market Value of the Shares of Company stock at the closing as of the grant date, or on the day in which the Committee approves the settling of the Option Award in cash if applicable.

o The Committee has the authority to determine the terms and conditions of exercise and the methods of payment by which the exercise price of the Option may be paid (either by cash or cash equivalents; the delivery of Shares, the withholding of Shares, broker-assisted market sales, or any other cashless exercise arrangement).

2

Exhibit 10.4

•SARs: SARs provide for receipt of a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR. Under the terms of the Plan:

oThe Committee is authorized to determine the base price of the SAR, which shall not be less than the Fair Market Value of one Share on the date of grant.

oNo SAR will be exercisable later than 10 years after the date of the grant.

oNo SAR shall provide for dividend equivalents.

oThe Committee may not reprice SARs without shareowner approval.

oEach SAR will be subject to the terms set forth in an Award Certificate, setting forth the terms (including the base price of the SAR), methods of exercise, methods of settlement, forms of consideration payable in settlement and any other terms and conditions as determined by the Committee at the time of the grant, including forfeiture of such Awards if continuous service is terminated or a performance goal is not met during the applicable restriction period.

•Restricted Stock: Restricted Stock Awards consist of Stock grants that are subject to certain restrictions and risk of forfeiture. Under the terms of the Plan:

oRestricted Stock Awards shall be evidenced by an Award Certificate setting forth the terms, conditions and restrictions of the Award.

oExcept as set forth in any Award Certificate or special Plan document governing an Award of Restricted Stock, recipients of such Awards have all the rights of a shareowner with respect to such Restricted Stock, including entitlement to dividend rights, except that the Committee may determine that dividends on such Awards will be reinvested in additional Shares or otherwise reinvested and shall not be paid prior to the lapse of all restrictions to which the Restricted Stock Awards are subject.

oSubject to the terms of the Award Certificate, or except as otherwise determined by the Committee at the time of the Award grant, the award will be forfeited upon termination of continuous service or failure to satisfy a performance goal during the applicable restriction period.

•RSUs: RSU Awards consist of the right to receive a specified number of shares of Stock (or the equivalent value in cash or other property in the Committee’s discretion) in the future, which are subject to certain restrictions and risk of forfeiture. Under the terms of the Plan:

oRSUs shall be evidenced by an Award Certificate setting forth the terms, conditions and restrictions of the Award.

oExcept as set forth in any Award Certificate or special Plan document governing an Award of RSUs, grantees of such Awards have none of the rights of a shareowner with respect to such Awards until such time as the Shares are paid in settlement of the RSUs.

oThe Committee is authorized to grant Dividend Equivalents with respect to such RSUs provided that they are not distributed prior to the vesting of the Shares subject to the Award.

oSubject to the terms of the Award Certificate, or except as otherwise determined by the Committee at the time of the Award grant, the award will be forfeited upon termination of continuous service or failure to satisfy a performance goal during the applicable restriction period.

3

Exhibit 10.4

•Deferred Stock Units: Deferred Stock Unit Awards grant a right to receive Shares (or the equivalent value in cash or other property in the Committee’s discretion) at a future time as determined by the Committee, or, in the case of voluntary deferral elections, as determined by the recipient within guidelines established by the Committee. Under the terms of the Plan:

oDeferred Stock Unit Awards shall be evidenced by an Award Certificate setting forth the terms, conditions and restrictions of the Award.

oExcept as set forth in any Award Certificate or special Plan document governing an Award of Deferred Stock Units, recipients of such Awards have none of the rights of a shareowner with respect to such Awards until such time as the Shares are paid in settlement of the Deferred Stock Units.

oThe Committee is authorized to grant Dividend Equivalents with respect to such Deferred Stock Unit Awards provided that they are not distributed prior to the vesting of the Shares subject to the Award.

oSubject to the terms of the Award Certificate, or except as otherwise determined by the Committee at the time of the Award grant, the award will be forfeited upon termination of continuous service or failure to satisfy a performance goal during the applicable restriction period.

•Performance Awards: The Committee is authorized to grant any Award with performance-based vesting criteria. Under the terms of the Plan:

oThe Committee has the discretion to determine the number of Performance Awards and the performance-based vesting criteria.

oAll Performance Awards shall be evidenced by an Award Certificate or administrative guidelines established by the Committee.

oDividend equivalents on such Shares shall be reinvested in additional Performance Shares, which shall be allocated to the same performance period and on the same conditions as the original award.

oPerformance Awards may be earned based on the Company’s achievement of Company-wide, individual, or region, department, division or functional goals.

oIf a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate, (ii) permit the Participant to continue to hold the outstanding grants with no adjustment or (iii) make a cash payment to the participant in an amount determined by the Committee.

Additional Terms and Conditions of Awards. Below are the terms and conditions of your Award Grants under the Plan. Defined terms used but not defined herein have the meaning ascribed to them in the Plan.

•Settlement of Awards. Settlement of Awards may be made in Stock, an equivalent value in cash, a combination of both, or other forms of property as the Committee shall determine.

•Payment of Withholding Taxes. To satisfy the Company’s tax withholding obligations, the Company will have the right to deduct such taxes from payment of any kind due to the Participant. Unless otherwise determined by the Committee, any such withholding requirement may be satisfied

4

Exhibit 10.4

by withholding from the Award having a Fair Market Value on the date of withholding equal to the minimum amount required to be withheld for tax purposes. Please refer to “U.S. Federal Income Tax Facts,” below, for additional information.

•Acceptance of Award. The Company requires acknowledgement of acceptance of your Award via manual or electronic signature, as requested by the Company. Failure to acknowledge acceptance of your Award will result in cancellation of your Award.

•Limits on Transferability. Except in the case of an Incentive Stock Option pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code or where the Committee otherwise permits in accordance with the Plan, unexercised or restricted Awards are not transferable or assignable, and may not be pledged, assigned or otherwise alienated or hypothecated (other than by will or the laws of descent and distribution). Participants will be asked to file a beneficiary designation form with the Company that names the beneficiary or beneficiaries of the Awards.

•Effect of Death or Disability. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the termination of a person’s continuous service by reason of death or Disability:

all outstanding Options and SARs shall become fully exercisable for a period of one year or until the earlier expiration of the original term of the Option or SAR;

all time-based vesting restrictions applicable to outstanding RSU or Restricted Stock Awards shall lapse and unvested RSUs and Restricted Stock will be paid as in accordance with the terms and conditions approved by the Committee for such Awards; and

the payout of outstanding Performance Awards shall be prorated based on the number of months employed during each measurement period and shall be paid at the end of the Award period based on actual Company performance.

•Forfeiture Events. Awards under the Plan shall be subject to any applicable compensation recoupment policy that the Company may adopt. In addition, the Committee may specify in an Award Certificate that the Participant’s rights with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events. Such events may include, but shall not be limited to, voluntary termination prior to Retirement eligibility, termination of employment for Cause, violation of a Non-Compete Agreement, Non-Solicitation Agreement or Confidentiality Agreement, failure to provide one-year’s notice of retirement if you are in a position designated as Senior Vice President or above, (except in the event of death, Disability or waiver by the Committee), or other conduct by the Participant that is detrimental to the business interest or reputation of the Company or any Affiliate or any act that is determined by the Senior Vice President, Human Resources and Corporate Affairs or other executive specified by the Committee, to be a deliberate disregard of the Company’s rules.

•Change in Control of the Company. Except as may be provided in a Change in Control Agreement, an Award Certificate, or separate Plan document or agreement with the Participant, the following rules shall apply in the event of a Change in Control:

(1)Awards that are substituted or assumed by the Surviving Entity and the Participant’s employment is terminated without cause or the Participant resigns for Good Reason:

•Outstanding Options or SARs will become fully vested and exercisable as of the employment termination date;

•All time-based vesting restrictions on outstanding Awards shall lapse as of the employment termination date; and

5

Exhibit 10.4

•For Performance Awards that were outstanding immediately prior to the Change in Control, the number of units issued as a replacement Award is determined as of the date of the Change in Control based on target performance where the Change in Control occurs less than one year after the start of the performance period; or actual Company performance measured through the date of the Change in Control (or, if applicable, the date on which the Company’s last complete fiscal quarter immediately proceeding the date of the Change in Control ended) where the Change in Control occurs one year or more after the start of the performance period.

(2)Awards that are not substituted or assumed by the Surviving Entity in a manner approved by the Committee or Board.

•Outstanding Options or SARs will become fully vested and exercisable as of the Change in Control date;

•All time-based vesting restrictions on Outstanding Awards shall lapse as of the Change in Control date;

•For outstanding Performance Awards, performance goals shall be deemed satisfied as described herein and all other vesting restrictions shall lapse as of the date of the Change in Control, the level of performance achievement under outstanding Performance Awards shall be based on target Company performance where the Change in Control occurs less than one year after the start of the performance period; or actual Company performance measured through the date of the Change in Control (or, if applicable, the date on which the Company’s last complete fiscal quarter immediately preceding the date of the Change in Control ended) where the Change in Control occurs one year or more after the start of the performance period.

•Acceleration for Any Reason other than a Change in Control. The Committee may in its discretion determine that all or a portion of any Awards shall become fully or partially vested or exercisable, that part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied. The Committee may differentiate among Participants and among Awards granted to a Participant in exercising this discretion.

•Awards Granted under Previous Plans. Awards issued under another Company plan (e.g., under the Company’s 2009 Amended and Restated Incentive Compensation Plan), shall continue to be subject the terms of such prior plan and the instruments evidencing such Awards, unless otherwise specified in the Award Certificate.

•Modifications to Individual Awards. The Committee shall have the discretion to modify the terms and conditions applicable to Awards as reflected in an Award Certificate, a special Plan Document, or an agreement with a Participant. The Committee may differentiate among Participants and among Awards granted to a Participant in exercising this discretion.

•Financial Restatement. Pursuant to the terms of the Company’s Clawback Policy dated October 10, 2023 (the “Clawback Policy”), in the event of an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Company will recoup Erroneously Awarded Compensation received by an Executive Officer (as those terms are defined in the Clawback Policy) using such methods that the Committee, in its sole discretion, determines is appropriate for recoupment. Additional clawback provisions may apply under administrative guidelines established by the Committee.

6

Exhibit 10.4

•Changes in Stock. In the event of any stock dividend, split, reclassification or other analogous change in capitalization, or any distribution (other than regular cash dividends) to holders of the Company’s common stock, the Committee will make such adjustments, if any, as it deems to be equitable in the number of Shares subject to an Award.

•No Guarantee of Employment. Participation in the Plan and receipt of an Award thereunder will not give you any right to a subsequent award, or any right to continued employment by the Company for any period, nor will the granting of an award give the Company any right to your continued services for any period.

•Compliance with Laws and Regulations. It is intended that this Award, and any securities issued pursuant to this Award, will comply with all provisions of U.S. federal and applicable state securities laws.In addition, if a participant is a reporting person under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), then he or she is subject to the provisions of Section 16 of the Exchange Act which generally provides for the recovery by the Company of profits realized from the purchase and sale, or sale and purchase, of shares of common stock within any six-month period.

U.S. Federal Income Tax Facts

Please note that the information below describes only the impact of U.S. federal income tax law. The Company has provided information on the tax impact of the Plan in other jurisdictions separately. Participants outside the United States. should refer to the tax information relevant to their specific jurisdiction- and may also want to consult a tax or financial advisor.

Below is a summary of the principal U.S. federal income tax consequences under the Code of the grant and payout of Awards. This summary is based on laws, regulations and other authority in effect as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect. The following summary does not include any discussion of state, local or non-U.S. income tax consequences or the effect of gift, estate or inheritance taxes, any of which may be significant to a particular employee eligible to receive an award. In addition, this summary does not apply to every specific transaction that may occur. You should consult your tax advisor for precise advice pertaining to your circumstances. To the extent applicable, the Plan is administered in compliance with Section 409A of the Code.

The grant of Awards will not constitute taxable income to you or a deduction to us. When you receive or have the right to receive Shares, or the equivalent value in cash, as applicable, in settlement of your Award, you will realize taxable ordinary income in an amount equal to the Fair Market Value of the Shares underlying the Award or the dollar value of the cash settlement, as applicable, and we will be entitled to a deduction in the same amount, provided that we comply with applicable income tax reporting requirements.

The settlement of your Awards is deemed “wages” by the Internal Revenue Service and is subject to all payroll tax withholding, including Social Security, Medicare and federal, state and local income taxes. For purposes of payroll reporting and tax withholding, if applicable, we will value the Shares underlying the Award at the closing price of our stock on the trading day preceding the Committee meeting when the payout is approved. If your actual effective federal tax rate is greater than the withholding rate, you may need to make an estimated tax payment to avoid penalties for underpayment of estimated tax.

If you dispose of the Shares delivered to you in respect of an Award that has been settled in Stock, you will have a capital gain or loss to the extent the amount realized from the sale differs from the tax basis. This capital gain or loss will be a long-term capital gain or loss if the Shares have been held for the required holding period under the Code.

7

Exhibit 10.4

A U.S. participant whose income exceeds certain thresholds will be subject to an additional Medicare tax on all or a portion of his or her “net investment income,” which may include all or a portion of the gain from the disposition of shares of common stock.

In the event of a Change in Control, a special additional excise tax may be imposed on individuals who receive payments in the nature of compensation that are contingent upon, or connected with, the occurrence of a Change in Control or in effective control. The excise tax is currently 20% of the amount of any “excess parachute payments” incurred by a U.S. taxpayer who is deemed to be a disqualified person with respect to the corporation undergoing a Change in Control or an effective Change in Control. Disqualified individuals include certain officers, certain significant shareowners and certain highly compensated employees. If vesting or settlement of an Award is accelerated upon a Change in Control, a U.S. Participant who is a disqualified person may become subject to this additional excise tax. To the extent any such payment of compensation is subject to the excise tax, the Company will be denied the ability to claim a federal income tax deduction with respect to such amount.

Other Information

•Termination and Modification. Our Board of Directors may terminate the Plan at any time. It may also alter or amend the Plan at any time, provided, however, that without the approval of our shareowners, no amendment may be made that would increase the maximum number of Shares for which Awards may be granted under the Plan (except in the case of adjustments in the event of stock changes referred to above).

•Administration. The Plan is administered by the Committee, which is composed of not less than three non-employee directors designated by our Board of Directors. Members of the Committee are selected annually. The Committee has authority to interpret the Plan and to establish rules and regulations for its administration, to select persons eligible to participate in the Plan and to provide for the grant of Awards thereunder. The Committee acts as an administrator of the Plan, not as a trustee or in any other fiduciary capacity with respect thereto. The Plan provides that no member of the Committee will be liable for any action or failure to act in good faith in the administration of the Plan or any Award. To obtain additional information about the Plan and its administrators, please contact our Corporate Secretary at International Paper Company, 6400 Poplar Avenue, Memphis, Tennessee, 38197, U.S.A. (telephone: 901-419-9000).

•Our Stock. The aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan is 9,250,000 plus a number of additional Shares underlying Awards outstanding under the Company’s Amended and Restated 2009 Incentive Compensation Plan, that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. Shares covered by Awards that are cancelled, terminated, forfeited or lapse for any reason, are settled in cash, are withheld to satisfy tax withholding obligations (except with respect to cashless exercises of Options or SARs), and PSUs that are not issued because of the failure to achieve maximum performance goal, are again available for grant under the Plan. The maximum number of shares available for future Awards under the Plan may be increased from time to time by a vote of the shareowners.

Available Information

We will provide without charge to you, upon your written or oral request to us at the address set forth below, (i) a copy of our most recent annual report to shareowners, (ii) any and all information incorporated by reference in the registration statement of which this prospectus is a part, excluding exhibits to the information incorporated by reference unless such exhibits are incorporated therein, which

8

Exhibit 10.4

information is incorporated by reference into this Section 10(a) prospectus, and (iii) all other documents required to be delivered to employees pursuant to Rule 428(b). We may provide additional updating information regarding the securities, the administration of our Plan and the Plan itself by means of appendices to this prospectus. You should direct any such written or oral request to International Paper Company, 6400 Poplar Avenue, Memphis, Tennessee, 38197, U.S.A. Attention: Corporate Secretary (telephone 901-419-9000).

The Company’s outstanding common stock is listed on the New York Stock Exchange under the trading symbol “IP.” The Company also maintains an internet website at www.internationalpaper.com by which you may review its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

9

EX-10.5

Exhibit 10.5

TIME SHARING AGREEMENT

This Time Sharing Agreement (the Agreement), is made and entered into this 1st day of May, 2024, by and between International Paper Company, a New York corporation (“Operator” or the “Company”), and Andrew K. Silvernail, chief executive officer of the Company, with a primary residence in Memphis, Tennessee (“User”).

W I T N E S S E T H:

WHEREAS, Operator owns and operates the aircraft (collectively, the “Aircraft”) listed on Schedule A hereto for business use by employees and non-employee directors of the Company in accordance with Part 91 of the Federal Aviation Regulations and the Company’s policy regarding the use of corporate aircraft (the “Aircraft Policy”); and

WHEREAS, Operator has the right and lawful authority to enter into time sharing agreements, as provided in §91.501 of the Federal Aviation Regulations (“FARs”) to provide its senior executives with personal travel consistent with the Company’s Aircraft Policy; and

WHEREAS, Operator has agreed to make the Aircraft, with flight crew, when the Aircraft and flight crew are not otherwise needed for business purposes, available to User for User’s personal travel in accordance with the Aircraft Policy on a non-exclusive time-sharing basis in accordance with §91.501 of the FARs; and

WHEREAS, the User agrees to reimburse the Operator for all personal use of the Aircraft as permitted under the FARs and as pursuant to the terms of this Agreement, which sets forth the understanding of the parties.

NOW THEREFORE, Operator and User declaring their intention to enter into and be bound by this Agreement, and for the good and valuable consideration set forth below, hereby covenant and agree as follows:

1.Provision of Aircraft and Crew. Subject to Aircraft availability, Operator agrees to provide to User the Aircraft and flight crew on a time sharing basis in accordance with the provisions of FAR Part 91, including §§ 91.501(b)(6), 91.501(c)(1) and 91.501(d) of the FARs. Operator shall provide, at its sole expense, qualified flight crew for all flight operations under this Agreement. If Operator is no longer the operator of any of the Aircraft, Schedule A shall be deemed amended to delete any reference to such Aircraft and this Agreement shall be terminated as to such Aircraft but shall remain in full force and effect with respect to each of the other Aircraft identified thereon, if any. No such termination shall affect any of the rights and obligations of the parties accrued or incurred prior to such termination. If Operator becomes the operator of any aircraft not listed on Schedule A hereto, Schedule A shall be modified to include such aircraft as an Aircraft covered by this Agreement, and thereafter this Agreement shall remain in full force and effect with respect to such Aircraft and each of the other Aircraft identified thereon, if any.

2.Term. The term of this Agreement (the “Term”) shall commence on the date hereof and shall continue until terminated by either party on written notice to the other party, such termination to become effective 30 days from the date of the notice, provided that this Agreement may be terminated by Operator on such shorter notice as may be required for Operator to comply with applicable law,

1

Exhibit 10.5

regulations, the requirements of any financial institution with a security or other interest in the Aircraft, insurance requirements, or in the event the insurance required hereunder is not in full force and effect. This Agreement shall terminate immediately in the event that User is no longer either the Chief Executive Officer or the Chairman of the Board of International Paper Company. Notwithstanding the foregoing, any provisions directly or indirectly related to User’s payment obligations for flights completed prior to the date of termination and the limitation of liability provisions in Section 10 shall survive the termination of this Agreement.

3.Reimbursement of Expenses. For each Trip or Round Trip (as such terms are defined below) conducted under this Agreement, User shall pay Operator an amount (as determined by Operator) equal to the actual expenses of operating such Trip (not to include non-occupied legs, or “dead-head” flights, needed by Operator to position the aircraft for business use), not to exceed the sum of the following expenses as permitted pursuant to FAR 91.501(d), in excess of the amount allowed pursuant to the Term and Conditions of Offer of Employment letter dated March14, 2024, as may be amended from time to time by the Board of Directors of the Company:

(a)Fuel, oil, lubricants, and other additives;

(b)Travel expenses of the crew, including food, lodging, and ground transportation;

(c)Hangar and tie-down costs away from the Aircraft’s base of operation;

(d)Insurance obtained for the specific flight as per Section 8.(b);

(e)Landing fees, airport taxes, and similar assessments;

(f)Customs, foreign permit, and similar fees directly related to the flight;

(g)In-flight food and beverages;

(h)Passenger ground transportation;

(i)Flight planning and weather contract services; and

(j)An additional charge equal to one hundred percent (100%) of the expenses listed in subsection (a) above.

The term “Trip” shall mean a flight from a departure point to a single destination. A “Round Trip” shall mean a flight from a departure point to one destination and back to the same departure point. In the event that User travels from a departure point to multiple destinations, the Operator will provide a separate invoice for each Trip.

4.Invoicing and Payment. All payments to be made to Operator by User hereunder shall be paid in the manner set forth in this Section 4. Operator will pay, or cause to be paid, all expenses related to the operation of the Aircraft hereunder in the ordinary course. Within 30 days of the end of each Trip or Round Trip, Operator shall provide or cause to be provided to User an invoice showing all personal use of the Aircraft by User pursuant to this Agreement during that Trip or Round Trip and a complete accounting detailing all amounts that are payable by User pursuant to Section 3 for that Trip or Round Trip (plus applicable domestic or international air transportation excise taxes, and any other fees, taxes or

2

Exhibit 10.5

charges assessed on passengers by and remitted to a government agency or airport authority). User shall pay all amounts due under the invoice in a manner reasonably acceptable to Operator not later than 30 days after receipt thereof. In the event Operator has not received all supplier invoices for reimbursable charges relating to such Trip or Round Trip prior to such invoicing, Operator shall issue a supplemental invoice(s) for such charge(s) to User, and User shall pay each supplemental invoice within 30 days after receipt thereof.

5.Flight Requests. User shall provide the Operator’s Aviation Department with Trip requests for User’s personal travel to be undertaken pursuant to this Agreement and proposed flight schedules as far in advance of User’s desired departure as possible, and at least 24 hours prior to User’s planned departure or as may be required by law. The advance notice requirement in this Section 5 may be waived by Operator in its discretion. All flight requests for travel under this Agreement shall be in accordance with all reasonable policies established by Operator. Flight requests shall be in writing on a form that is provided by the Operator to the User. Operator shall have sole and exclusive authority over the scheduling of the Aircraft. Operator shall not be liable to User or any other person for loss, injury, or damage occasioned by the delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason. In addition to requested schedules and departure times, User shall provide at least the following information for each proposed flight reasonably in advance of the desired departure time as required by Operator or its flight crew:

(a)departure point;

(b)destination;

(c)date and time of flight;

(d)number and identity of anticipated passengers;

(e)nature and extent of luggage and/or cargo expected to be carried;

(f)date and time of return flight, if any; and

(g)any other information concerning the proposed flight that may be pertinent to or required by Operator, its flight crew, or governmental entities.

6.Operational Authority and Control.

(a)Operator shall be responsible for the physical and technical operation of the Aircraft and the safe performance of all flights under this Agreement, and shall retain full authority and control, including exclusive operational control and exclusive possession, command and control of the Aircraft for all flights under this Agreement.

(b)Operator shall furnish at its expense a fully qualified flight crew with appropriate credentials to conduct each flight undertaken under this Agreement and included on the insurance policies that Operator is required to maintain hereunder. In accordance with applicable FARs, the qualified flight crew provided by Operator will exercise all required and/or appropriate duties and responsibilities in regard to the safety of each flight conducted hereunder. The pilot-in-command shall have absolute discretion in all matters concerning the preparation of the Aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight shall be undertaken, the route to be flown,

3

Exhibit 10.5

the place where landings shall be made, and all other matters relating to operation of the Aircraft. User specifically agrees that the flight crew shall have final and complete authority to delay or cancel any flight for any reason or condition that in the sole judgment of the pilot-in-command could compromise the safety of the flight, and to take any other action that in the sole judgment of the pilot-in-command is necessitated by considerations of safety. No such action of the pilot-in-command shall create or support any liability to User or any other person for loss, injury, damage or delay. Operator’s operation of the Aircraft hereunder shall be strictly within the guidelines and policies established by Operator and FAR Part 91.

(c)Subject to Aircraft and crew availability, Operator shall use its good faith efforts, consistent with its approved policies, to accommodate User’s needs and avoid conflicts in scheduling. Although every good faith effort shall be made to avoid its occurrence, any flights scheduled under this Agreement are subject to cancellation by either party without incurring liability to the other party. In the event of a cancellation, the canceling party shall provide the maximum notice reasonably practicable.

(d)In the absence of another flight scheduled on the aircraft by User or another scheduled business trip, the aircraft may remain at the destination until its next required use. If the next use of the aircraft is a business use, the Operator shall not charge the User for expenses associated with Hangar and tie-down costs away from the Aircraft’s base of operation; if, however, the next use of the Aircraft is by User (personal), the Operator shall have the option of returning the aircraft to its base of operations or permitting it to remain at the destination. In either event, the User shall pay for the associated costs.

7.Aircraft Maintenance. Operator shall, at its own expense, cause the Aircraft to be inspected, maintained, serviced, repaired, overhauled, and tested in accordance with FAR Part 91 so that the Aircraft will remain in good operating condition and in a condition consistent with its airworthiness certification and shall take such requirements into account in scheduling the Aircraft hereunder, including but not limited compliance with applicable airworthiness directives and service bulletins. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements, and such delay or postponement is consistent with the sound discretion of the pilot-in-command. In the event that any non-standard maintenance is required during the term and will interfere with User’s requested or scheduled flights, Operator, or Operator’s pilot-in-command, shall notify User of the maintenance required, the effect on the ability to comply with User’s requested or scheduled flights and the manner in which the parties will proceed with the performance of such maintenance and conduct of such flight(s). In no event shall Operator be liable to User or any other person for loss, injury or damage occasioned by the delay or failure to furnish the Aircraft under this Agreement, whether or not maintenance-related.

8.Insurance.

(a)Operator, at its expense, will maintain or cause to be maintained in full force and effect throughout the Term of this Agreement an aviation liability and hull insurance policy including: aviation liability insurance against bodily injury and property damage claims arising out of the use of the Aircraft in an amount not less than $200 Million for each occurrence; and hull insurance for the Aircraft in amounts determined by Operator at its sole discretion. The aviation liability coverage shall include User as an insured, and include a severability of interest provision providing that the insurance shall apply separately to each insured against whom a claim is made, except as respects the limits of liability. The aviation liability and hull insurance coverage shall include provisions whereby the insurer(s) waive all

4

Exhibit 10.5

rights of subrogation they may have or acquire against User and shall permit the use of the Aircraft by Operator for compensation or hire as provided in §91.501 of the FARs.

(b)Operator shall use reasonable commercial efforts to provide such additional insurance for specific flights under this Agreement as User may reasonably request. User acknowledges that any trips scheduled to areas not currently covered by existing policies may require Operator to purchase additional insurance to comply with applicable regulations, and Operator shall be required to maintain or cause to be maintained such additional insurance. The cost of all flight-specific insurance shall be borne by User as provided in Section 3(d).

9.Use of Aircraft. User warrants that:

(a)He has all necessary powers to enter into the transactions contemplated in this Agreement and has taken actions required to authorize and approve this Agreement;

(b)He will use the Aircraft under this Agreement for and only for his own account, including the carriage of his guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire or for common carriage;

(c)He will not permit as guests on the Aircraft any appointed or elected government official, or any candidates for any such offices.

(d)He will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his actions or inactions, and shall not attempt to convey, mortgage, assign, lease or in any way alienate the Aircraft or Operator’s rights hereunder or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien;

(e)During the Term of this Agreement, he will abide by and conform to all such laws, governmental and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft by the lessee under a time sharing arrangement and all applicable policies of Operator; and

(f)User acknowledges that his discretion in determining the origin and destination of flights under this Agreement shall be subject to the following: (i) such origin and destination, and the routes to reach such origin and destination, are not within or over (A) an area of hostilities, (B) an area excluded from coverage under the insurance policies maintained by Operator with respect to the Aircraft, or (C) a country or jurisdiction for which exports or transactions are subject to specific restrictions under any United States export or other law or United Nations Security Council Directive, including without limitation, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. App. Section 1700 et seq., and the Export Administration Act, 50 U.S.C. App. Sections 2401 et seq.

10.Limitation of Liability. NEITHER OPERATOR (NOR ITS AFFILIATES) MAKES, HAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED HEREUNDER OR ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR

5

Exhibit 10.5

WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE.

IN NO EVENT SHALL OPERATOR OR ITS AFFILIATES BE LIABLE FOR OR HAVE ANY DUTY FOR INDEMNIFICATION OR CONTRIBUTION TO USER, HIS EMPLOYEES, AGENTS OR GUESTS FOR ANY CLAIMED INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER IT KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, LOSS OR EXPENSE.

The provisions of this Section 10 shall survive the termination or expiration of this Agreement.

11.Base of Operations. For purposes of this Agreement, the base of operation of the Aircraft is Memphis, Tennessee, provided that such base may be changed at Operator’s sole discretion upon notice from Operator to User.

12.Notices and Communications. All notices and other communications under this Agreement shall be in writing (except as permitted in Section 5) and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by personal delivery, by electronic mail (with a simultaneous confirmation copy sent by first class mail properly addressed and postage prepaid), or by a reputable overnight courier service, addressed as follows:

If to Operator:    International Paper Company

        6400 Poplar Avenue
        Memphis, TN 38197
        Attn:     Joseph R. Saab, Senior Vice President, General Counsel and Corporate Secretary

E-mail: joseph.saab@ipaper.com

If to User:    Andrew K. Silvernail, Chief Executive Officer

        International Paper Company
        6400 Poplar Avenue
        Memphis, TN 38197

E-mail: andy.silvernail@ipaper.com

Or, to such other person or address as either party may from time to time designate in writing to the other party.

13.Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter, and there are no representations, warranties, rights, obligations, liabilities, conditions, covenants, or agreements relating to such subject matter that are not expressly set forth herein. There are no third-party beneficiaries of this Agreement.

14.Further Acts. Operator and User shall from time to time perform such other and further acts and execute such other and further instruments as may be required by law or may be reasonably necessary (i) to carry out the intent and purpose of this Agreement, and (ii) to establish, maintain and protect the respective rights and remedies of the other party.

15.Successors and Assigns. User shall not have the right to assign, transfer or pledge this Agreement. This Agreement shall be binding on the parties hereto and their respective heirs, executors,

6

Exhibit 10.5

administrators, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise provided herein, their respective heirs, executors, administrators, other legal representatives, successors and permitted assigns.

16.Taxes. User shall be responsible for paying, and Operator shall be responsible for collecting from User and paying over to the appropriate authorities, all applicable Federal excise taxes imposed under IRC §4261 and all sales, use and other excise taxes imposed by any authority in connection with the use of the Aircraft by User hereunder.

17.Governing Law and Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of Tennessee, without regard to its choice of law principles. The parties hereby consent and agree to submit to the exclusive jurisdiction and venue of any state or federal court in Memphis, Tennessee in any proceedings hereunder, and each hereby waives any objection to any such proceedings based on improper venue or forum non-conveniens or similar principles. The parties hereto hereby further consent and agree to the exercise of such personal jurisdiction over them by such courts with respect to any such proceedings, waive any objection to the assertion or exercise of such jurisdiction and consent to process being served in any such proceedings in the manner provided for the giving of notices hereunder.

18.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected or impaired.

19.Amendment or Modification. This Agreement may be amended, modified or terminated only in writing duly executed by the parties hereto.

20.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement, binding on all the parties notwithstanding that all the parties are not signatories to the same counterpart. Each party may transmit its signature by facsimile, and any faxed counterpart of this Agreement shall have the same force and effect as a manually-executed original.

21.Truth-in-Leasing Compliance. Operator, on behalf of User, shall (i) deliver a copy of this Agreement to the Federal Aviation Administration, Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, Oklahoma 73125 within 24 hours of its execution, (ii) notify the appropriate Flight Standards District Office at least 48 hours prior to the first flight under this Agreement of the registration number of the Aircraft, and the location of the airport of departure and departure time for such flight, and (iii) carry a copy of this Agreement onboard the Aircraft at all times when the Aircraft is being operated under this Agreement.

22.TRUTH-IN-LEASING STATEMENT PURSUANT TO SECTION 91.23 OF THE FEDERAL AVIATION REGULATIONS.

(a)OPERATOR CERTIFIES THAT EACH OF THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT (OR SUCH SHORTER PERIOD AS OPERATOR SHALL HAVE POSSESSED THE AIRCRAFT) IN ACCORDANCE WITH THE PROVISIONS OF PART 91 OF THE FEDERAL AVIATION REGULATIONS. EACH OF THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN COMPLIANCE WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS FOR ALL OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.

7

Exhibit 10.5

(b)OPERATOR AGREES, CERTIFIES AND ACKNOWLEDGES, AS EVIDENCED BY ITS SIGNATURE BELOW, THAT WHENEVER ANY OF THE AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OPERATOR SHALL BE KNOWN AS, CONSIDERED, AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT, AND THAT OPERATOR UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.  

(c)THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

[Remainder of page intentionally left blank]

8

Exhibit 10.5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. The persons signing below warrant their authority to sign.

INTERNATIONAL PAPER COMPANY
By:	/s/ Thomas J. Plath		By:	/s/ Andrew K. Silvernail
	Name:	Thomas J. Plath		Name: Andrew K. Silvernail
	Title:	Senior Vice President, Human Resources and Corporate Affairs

A legible copy of this Agreement shall be kept in the Aircraft for all operations conducted hereunder.

9

Exhibit 10.5

SCHEDULE A

Type of Aircraft	U.S. Registration Number	Manufacturer Serial Number
Dassault Falcon Jet	N887X	150
Dassault Falcon Jet	N885A	265
Dassault Falcon Jet	N881Q	278

10

EX-10.6

Exhibit 10.6

May 6, 2024

VIA E-MAIL

Andrew K. Silvernail

###HOME_ADDRESS###

    Re: Change in Control Agreement

Dear Andy:

    International Paper Company (the "Company") considers the establishment and maintenance of sound and vital management essential to protecting and enhancing the best interests of the Company and its shareowners. The Company recognizes that the possibility of a Change in Control may exist and such possibility, and the uncertainty and questions which it may raise among senior management, may result in the departure or distraction of senior management to the detriment of the Company and its shareowners. Accordingly, the Company's Board of Directors (the “Board”) has determined that it is in the best interests of the shareowners and the Company to foster the continuous employment of senior management and reinforce and encourage the continued attention and dedication of members of the Company's senior management, including yourself, to their assigned duties without distraction in the face of a Change in Control of the Company.

    As an incentive for you to stay and fulfill your duties during the period prior to or after a Change in Control, as defined in Section 2, this letter (this "Agreement") sets forth the benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated following a Change in Control under the circumstances described below.

    In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, you and the Company, intending to be legally bound agree as follows:

1.TERM

This Agreement shall commence on the date hereof and, unless there is a Change in Control, shall continue until the earliest of (a) your termination of employment as a "full-time employee" of the Company, (b) if you are then subject to a mandatory retirement policy at the date a Change in Control occurs, the date you turn 65, or (c) if a Change in Control has not occurred, termination by the Company following six (6) months prior written notice of termination of this Agreement.

    If a Change in Control occurs at any time prior to the termination of this Agreement pursuant to the preceding paragraph, then this Agreement shall terminate on the second anniversary of such Change in Control.

1

1009918851v7

Exhibit 10.6

2.DEFINITIONS

a.“Beneficial Owner” means the beneficial owner of a security as determined by Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

b.“Cause” means

i.the willful and continued failure by you substantially to perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure resulting from termination by you for Good Reason) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties;

ii.your conviction of or plea of nolo contendere with respect to a felony; or

iii.your willful engaging in conduct, which is demonstrably and materially injurious to the Company, whether monetarily or otherwise.

No act or failure to act will be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or if the Company is not the ultimate parent entity of the Company and is not publicly traded, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Company (the “Applicable Board”) or based upon your good faith reliance on the advice of counsel for the Company and its affiliates will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company and its affiliates. The cessation of your employment will not be deemed to be for Cause unless and until (x) you are given written notice by the Applicable Board specifically identifying the action(s) or event(s) alleged to constitute “Cause” and (if curable) you have not cured such conduct within 30 days after your receipt of such written notice, and (y) there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Applicable Board (excluding you) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, you are guilty of conduct described in any of clauses (i) through (iii) above, and specifying the particulars thereof in detail.

c."Change in Control" means the occurrence of any one of the following:

i.the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly

2

1009918851v7

Exhibit 10.6

or indirectly, of the Company’s voting stock representing 30% or more of the voting power of the Company’s outstanding voting stock provided, however, that an employee of the Company or any of its subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group”(as that term is used in Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan;

ii.during any period of two (2) consecutive years, individuals who at the beginning of such period constitute members of the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority thereof, provided that, for purposes of this clause (ii) each new director elected, or nominated for election by the Company's shareowners, during such period by a vote of at least two-thirds (2/3) of the Incumbent Directors then in office shall be treated as an Incumbent Director; provided, however, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board shall not be considered an Incumbent Director;

iii.the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding voting stock or voting stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, voting stock representing more than 50% of the voting power of the voting stock of the surviving person immediately after giving effect to such transaction;

iv.the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; or

v. the shareowners of the Company approve a complete liquidation or dissolution of the Company.

d.“Disability” means that, as a result of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, you are receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

3

1009918851v7

Exhibit 10.6

e.“Good Reason” means, without your express written consent, any of the following:

i.the assignment to you of any duties with the Company (or with a successor or affiliated company) inconsistent with your role as Chief Executive Officer of the Company (and Chair of the Board following your appointment to such position), or a substantial adverse alteration in the nature or status of your responsibilities, or a change in your reporting line such that you do not report directly to the Board, or a change in your title to other than Chief Executive Officer of the Company (and Chair of the Board following your appointment to

such position);

ii.a reduction in your annual base salary as in effect from time to time ;

iii.the failure by the Company to continue in effect any material compensation plan in which you participate in effect immediately prior to a Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan in connection with the Change in Control, or the failure by the Company to continue your participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed immediately prior to the Change in Control;

iv. the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as required under Section 10(a) hereof;

v.any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2(f) (and, if applicable, the requirements of Section 2(b); for purposes of this Agreement, no such purported termination shall be an effective termination by the Company;

vi.the Company’s requiring you to be based at a new place of work more than 50 miles from your then-current place of work, except for required travel on the Company’s business; or

vii.any other material breach of the Company’s obligations to you under this Agreement or any other agreement between you and the Company.

    Notwithstanding the foregoing, you shall not be deemed to have Good Reason to

4

1009918851v7

Exhibit 10.6

terminate your employment unless (a) you notify the Board in writing of your intent to terminate your employment for Good Reason within 90 days following your first having knowledge of the occurrence of an event described in the immediately preceding sentence, which notice shall specifically identify the action(s) or event(s) alleged to give rise to your right to terminate your employment for Good Reason, (b) you provide the Company 30 days following delivery of such written notice to cure the event giving rise to your right to terminate your employment for Good Reason and (c) the Company fails to cure such circumstance within such notice period.

f."Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated, and shall specify a date for termination of employment (the "Date of Termination") which, in the case of a termination for Good Reason, shall not be less than 30 days or more than 60 days after the date of delivery of the Notice of Termination. Any termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11.

g.“Retirement” means voluntary termination other than for Good Reason after you attain age 60.

h.“Specified Employee” has the meaning given such term in Internal Revenue Code of 1986, as amended, (the “Code”) Section 409A and the final regulations thereunder (the “Final 409A Regulations”).

3.EQUITY AWARD TREATMENT UPON CHANGE IN CONTROL

a.Awards Assumed or Substituted by Surviving Entity. With respect to awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Committee or the Board: if within two years after the effective date of the Change in Control, if your employment is terminated without Cause or you resign for Good Reason, then

i.all time-based vesting restrictions on your outstanding awards shall lapse as of the employment termination date, and subject to Section 9 will be paid within 60 days of termination; and

ii.for performance awards that were outstanding immediately prior to effective time of the Change in Control, the number of units issued as a replacement award is determined as of the date of the Change in Control based on:

A.target Company performance where the Change in Control occurs less     than one year after the beginning of the performance period; and

B.actual Company performance measured through the date of the Change in Control (or, if applicable, the date on which the Company’s last complete fiscal quarter immediately preceding the date of the Change in

5

1009918851v7

Exhibit 10.6

Control ended) where the Change in Control occurs one year or more after the beginning of the performance period,

and in either case will be paid within 60 days of termination.

a.Awards Not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Committee or the Board:

i.all time-based vesting restrictions on outstanding awards shall lapse as of the date of the Change in Control and will be paid within 60 days after the Change in Control; and

ii.with respect to outstanding performance awards, performance goals shall be deemed to have been satisfied as described below and all other vesting restrictions shall lapse as of the date of the Change in Control; the level of performance achievement under outstanding performance awards shall be calculated as follows:

A.where less than year has elapsed between the beginning of the performance period and the Change in Control, performance awards shall be paid based on target Company performance; and

B.where one year or more has elapsed between the beginning of the applicable performance period and the Change in Control, performance awards shall be paid out based on actual Company performance measured through the date of the Change in Control (or, if applicable, the date of the Company’s last complete fiscal quarter immediately preceding the date the Change in Control ended),

and in either case will be paid within 60 days of termination.

4.TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL

    If a Change in Control occurs, you shall be entitled to the benefits provided in Section 5 upon the subsequent termination of your employment during the Term of this Agreement, unless such termination is (x) because of your death, Disability or Retirement, (y) by the Company for Cause or (z) by you, other than for Good Reason.

    Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire independent membership of the Applicable Board finding that in the good faith opinion of the Applicable Board, the Company has grounds for a “Cause” termination and specifying the particulars thereof in detail. You shall be provided an opportunity, together with your counsel, to be heard before the Applicable Board prior to termination after such notice. If three-quarters of the

6

1009918851v7

Exhibit 10.6

Applicable Board do not confirm, through a duly-adopted resolution following such opportunity, that the Company has grounds for a “Cause” termination, you may treat your employment as not having terminated or as having been terminated pursuant to termination without cause.

Any termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 11.

7

1009918851v7

Exhibit 10.6

5.COMPENSATION UPON TERMINATION

    If a Change in Control occurs and your employment is subsequently terminated during the Term of this Agreement under the circumstances described in Section 4 that entitle you to benefits under this Agreement, then:

a.The Company will continue to provide medical and dental insurance coverage to you and your dependents at Company expense which is comparable in benefits, deductibles, co-payments and other terms, to the coverage which you had (i) immediately prior to the Change in Control or (ii) as of the Date of Termination, whichever is better in your sole discretion, and this coverage will continue until the earlier of (A) the third anniversary of the Date of Termination and (B) such time as you become eligible to join a comparable plan sponsored by another employer, including self-employment (the “Welfare Benefits Continuation Period”). Such coverage shall be credited against the time period that you and your dependents are entitled to receive continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). During the Welfare Benefits Continuation Period, (i) the benefits provided in any one calendar year shall not affect the amount of benefits to be provided in any other calendar year, and (ii) the reimbursement of an eligible expense must be made no later than December 31st of the year following when the expense was incurred. Your rights pursuant to Section 5(a) shall not be subject to liquidation or exchange for another benefit.

b.Subject to your signing and non-revocation of the release required by Section 15 hereof, the Company shall pay to you the following amounts in one lump-sum payment in cash on the 30th day after the Date of Termination, unless a later payment date is required by Section 9(c) or Section 5(b)(iii):

i.your full base salary through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus an amount in cash equal to the value of any vacation earned but not taken (based upon such rate of base salary);

ii.to the extent not already paid, your full prior-year short-term annual incentive compensation (in the amount determined prior to the Date of Termination, or if such amount has not been determined as of the Date of Termination, an amount not less than the higher of (x) your actual short-term annual incentive compensation amount for the year before such prior-year or (y) your target short-term annual incentive compensation amount for such prior-year);

iii.if the Date of Termination occurs during the same plan year in which the Change in Control occurs, your short-term annual incentive compensation target amount on the Date of Termination, as if the performance goals applicable to such amount have been fully satisfied (i.e., achieved at 100% of target, or, if determinable, achieved at the actual level); provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; or if the Date of

8

1009918851v7

Exhibit 10.6

Termination occurs after the end of the plan year in which the Change in Control occurs, then your short-term annual incentive compensation that is based on the Company’s actual performance achievement of the financial metrics under the short-term annual incentive compensation plan applicable to all participants in such plan, provided that such compensation will be prorated to reflect the number of days that have elapsed as of the Date of Termination since the beginning of such year; plus a termination lump sum payment equal to the product of 2.99 times the sum of (i) your annualized base salary as of the Date of Termination and (ii) your target short-term annual incentive compensation amount in effect as of your Date of Termination.

c.The Company shall pay you (i) your the Retirement Savings Account benefit under the Company’s Deferred Compensation Savings Plan, whether or not then vested; (ii) the amount the Company would have contributed on your behalf to the Company’s Deferred Compensation Savings Plan had you continued to be employed for an additional three years following the Date of Termination, and (iii) the amount of any unvested portion of your account balance as of the Date of Termination under the Company’s Salaried Savings Plan, in each case in a one-time lump-sum payment in cash within 30 days after the Date of Termination, unless a later payment date is required by Section 9.

d.All forfeiture provisions, transfer restrictions and any other restrictions applicable to any such awards assumed or substituted by the surviving entity shall immediately lapse in their entirety and all such awards shall be fully and immediately payable.

1.MITIGATION

    You shall not be required to mitigate the amount of any payment provided for in Section 5 (by seeking other employment or otherwise), nor shall the amount of any payment provided for in Section 5 be reduced by any compensation earned by you as a result of employment by another employer after the Date of Termination.

2.MANDATORY REDUCTION OF PAYMENTS IN CERTAIN EVENTS

a.Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to you or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then, prior to the making of any Payment to you, a calculation shall be made comparing (i) the net benefit to you of the Payment after your liability for the Excise Tax, to (ii) the net benefit to you if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made in such a manner as to

9

1009918851v7

Exhibit 10.6

maximize the economic value of all Payments made to you, determined by the Accounting Firm (as defined below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code.

b.The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in Section 7(a)(i) and (ii) above shall be made by an independent, nationally recognized accounting firm or other nationally recognized entity that regularly performs such calculations for large publicly traded companies (the “Accounting Firm”) which shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon you and the Company. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that (i) Payments to which you were entitled, but did not receive pursuant to Section 7(a), could have been made without the imposition of the Excise Tax (the amounts of such erroneously forgone Payments, collectively the “Underpayment”) or (ii) Payments that you did receive resulted in total Payments in excess of the Reduced Amount (the amounts of such erroneously paid Payments, collectively the “Overpayment”). In such event, the Accounting Firm shall determine the amount of any Underpayment or Overpayment that has occurred. Any such Underpayment shall be promptly paid by the Company to you or for your benefit, but no later than December 31st of the year in which the Underpayment is determined. The amount of any Overpayment shall be promptly repaid by you to the Company, with interest at the applicable federal rate from the date of the erroneous Payment to the date the Overpayment is repaid, within 30 days following the date you are notified by the Accounting Firm of the amount of the Overpayment; provided that, if your employment has not then terminated, the Company may alternatively make appropriate adjustments to your on-going compensation, to the extent permitted in a manner consistent with Section 409A, to address such Overpayment.

c.If the provisions of Sections 280G and 4999 of the Code or any successor provisions are repealed without succession, this Section 7 shall be of no further force or effect.

6.RELATIONSHIP TO AMOUNTS OTHERWISE PAYABLE

    The compensation set forth in Section 5 shall be in lieu of any severance or termination payments which might otherwise be payable under any other severance programs or policy or practice of the Company, other than those set out as part of any of the Company's Long-Term Incentive Compensation Plan, performance share plans, and retirement or supplemental retirement plans.

    In addition to the payments under this Agreement, you shall continue to be eligible to receive all your vested accrued benefits under employee retirement and welfare benefit plans sponsored by the Company.

7.COMPLIANCE WITH SECTION 409A OF INTERNAL REVENUE CODE

10

1009918851v7

Exhibit 10.6

a.General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither the Company nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by you as a result of the application of Section 409A of the Code.

b.Definitional Restrictions. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable hereunder at a different time, or in a different form of payment than would otherwise have applied to such amount of deferred compensation absent this Agreement, such amount or benefit will not be payable or distributable to you, and/or such different form of payment will not be effected, by reason of this Agreement unless (i) such different time or form of payment is permitted under  Section 409A of the Code and applicable regulations , or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any amount upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service” or any later date required by Section 9(c) below. If this provision prevents the application of a different form of payment of any amount or benefit, such payment shall be made in the same form as would have applied absent such designated event or circumstance.

c.Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of your separation from service during a period in which you are a Specified Employee, then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

i.the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following your separation from service will be accumulated through and paid or provided on the first day of the seventh month following your separation from service (or, if you die during such period, within 30 days after your death) (in either case, the “Required Delay Period”); and

11

1009918851v7

Exhibit 10.6

ii.the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

    As permitted in the Final 409A Regulations, the Company’s Specified Employees and its application of the six-month delay rule of Section 409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules adopted by the Company, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement.

d.Treatment of Installment Payments. Each payment of termination benefits under Section 5 of this Agreement, including, without limitation, each installment payment and each payment or reimbursement of premiums for continued insurance coverage under Section 5(a) and (b), shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.

8.SUCCESSORS; BINDING AGREEMENT

a.Successor Companies. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to you, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure by the Company to obtain such agreement prior to the effective date of any such succession shall be a breach of this Agreement and shall entitle you to terminate your employment and to receive compensation from the Company in the same amount and on the same terms as you would be entitled hereunder if you terminated your employment for Good Reason, except that the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as defined and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all terms and provisions of this Agreement by operation of law.

b.Heirs; Representatives. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee, or, if there be no such designee, to your estate.

9.NOTICE

    For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered

12

1009918851v7

Exhibit 10.6

or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement; provided that all notices to the Company shall be directed to the attention of the Senior Vice President, Human Resources and Corporate Affairs with a copy to the Corporate Secretary, or to such address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10.MISCELLANEOUS

a.Amendments, Entire Agreement, Etc. During the period commencing on the date that a Change in Control occurs and continuing while this Agreement is in effect, except as expressly provided in Section 9(b), this Agreement, together with the offer letter from the Company to you, dated as of March 14, 2024, constitutes the entire agreement on this subject matter between the parties and supersedes any prior oral or written agreements or understandings with regard to the payment to you of severance, separation or termination pay or the treatment of any equity award outstanding at the time of a Change in Control. This Agreement shall not be amended or modified except by written agreement signed by both parties.

b.Waiver. No significant provisions of this Agreement may be waived or discharged, unless such waiver or discharge is in writing signed by the party who is making the waiver or discharge. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. If this Agreement provides benefits upon termination of your employment which duplicate benefits contained in any employment arrangement with you, such arrangement shall automatically be amended in accordance with this Agreement so that your benefits under this Agreement shall be sole and exclusive to the extent to which they are duplicative.

c.Withholding. Amounts paid to you hereunder shall be subject to all applicable federal, state and local withholding taxes.

d.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York.

11.VALIDITY

    The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

12.ARBITRATION

13

1009918851v7

Exhibit 10.6

    Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Memphis, Tennessee, in accordance with the rules of the American Arbitration Association then in effect. Notwithstanding the pendency of any such dispute or controversy, the Company will continue to pay your base salary in effect when the notice giving rise to the dispute was given, and will continue you as a participant in all compensation, benefit and insurance plans in which you were participating when the notice giving rise to the dispute was given, until the dispute is finally resolved.

    Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

13.RELEASE

    You will be required to execute and deliver a valid and irrevocable release of employment-related claims in the form provided by the Company to receive any of your compensation or benefits pursuant to the terms of this Agreement. Such release must be executed, and all revocation periods shall have expired within 60 days after the Date of Termination; failing which such payments or benefits shall be forfeited. If any such payment or benefit is comprised of nonqualified deferred compensation, then, subject to Section 9(b) and 9(c) above, such payment or benefit shall be made (or in the case of installment payments, installments that would have otherwise been payable during such 60-day period shall be accumulated and paid) on the 60th day after the Date of Termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period, unless such period transcends two calendar years, in which case, such payment shall in all cases be made in the later calendar year .

    If this Agreement correctly sets forth our understanding on the matters hereof, please indicate your acceptance by signing below and returning a copy to the Company at your earliest opportunity.

Sincerely,

INTERNATIONAL PAPER COMPANY

                By:/s/ Joseph R. Saab_____________

Senior Vice President, General Counsel &

Corporate Secretary

Agreed:

14

1009918851v7

Exhibit 10.6

/s/ Andrew. Silvernail___________

Andrew Silvernail

May 14, 2024__________________

Date

15

1009918851v7

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Andrew K. Silvernail, certify that:

1.I have reviewed this quarterly report on Form 10-Q of International Paper Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 26, 2024

/s/ Andrew K. Silvernail

Andrew K. Silvernail

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Timothy S. Nicholls, certify that:

1.I have reviewed this quarterly report on Form 10-Q of International Paper Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 26, 2024

/s/ Timothy S. Nicholls

Timothy S. Nicholls

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report of International Paper Company (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2024 for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code. Andrew K. Silvernail, Chief Executive Officer of the Company, and Timothy S. Nicholls, Chief Financial Officer of the Company, each certify that, to the best of his or her knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew K. Silvernail

Andrew K. Silvernail

Chief Executive Officer

July 26, 2024

/s/ Timothy S. Nicholls

Timothy S. Nicholls

Senior Vice President and Chief Financial Officer

July 26, 2024

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Jul. 19, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-03157
Entity Registrant Name	INTERNATIONAL PAPER COMPANY
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	13-0872805
Entity Address, Address Line One	6400 Poplar Avenue
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38197
City Area Code	901
Local Phone Number	419-9000
Title of 12(b) Security	Common Shares
Trading Symbol	IP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		347,369,739
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000051434
Current Fiscal Year End Date	--12-31

XML

Consolidated Statement of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net Sales	$ 4,734	$ 4,682	$ 9,353	$ 9,702
Costs and Expenses
Cost of products sold	3,360	3,360	6,784	7,002
Selling and administrative expenses	453	336	811	717
Depreciation and amortization	261	244	539	485
Distribution expenses	379	376	770	798
Taxes other than payroll and income taxes	35	40	76	76
Restructuring and other charges, net	0	0	3	0
Net (gains) losses on sales of fixed assets	(5)	0	0	0
Interest expense, net	55	59	101	121
Non-operating pension expense (income)	(10)	12	(22)	27
Earnings (loss) from continuing operations before income taxes and equity earnings	206	255	291	476
Income tax provision (benefit)	(293)	33	(266)	81
Equity earnings (loss), net of taxes	(1)	0	(3)	(1)
Earnings (Loss) From Continuing Operations	498	222	554	394
Discontinued operations, net of taxes	0	13	0	13
Net Earnings (Loss)	$ 498	$ 235	$ 554	$ 407
Basic Earnings (Loss) Per Share
Basic earnings (loss) per share from continuing operations	$ 1.43	$ 0.64	$ 1.59	$ 1.13
Discontinued operations, net of taxes	0	0.04	0	0.04
Earnings Per Share, Basic, Total	1.43	0.68	1.59	1.17
Diluted Earnings (Loss) Per Share
Diluted earnings (loss) per share from continuing operations	1.41	0.64	1.57	1.12
Discontinued operations, net of taxes	0	0.04	0	0.04
Earnings Per Share, Diluted, Total	$ 1.41	$ 0.68	$ 1.57	$ 1.16
Average Shares of Common Stock Outstanding – assuming dilution	352.8	346.5	352.7	349.5

XML

Consolidated Statement of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net Earnings (Loss)	$ 498	$ 235	$ 554	$ 407
Amortization of pension and post-retirement prior service costs and net loss:	17	21	34	44
Change in cumulative foreign currency translation adjustment	(39)	(30)	(49)	(39)
Total Other Comprehensive Income (Loss), Net of Tax	(22)	(9)	(15)	5
Comprehensive Income (Loss)	$ 476	$ 226	$ 539	$ 412

XML

Consolidated Balance Sheet - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash and temporary investments	$ 1,049	$ 1,113
Accounts and notes receivable, net	3,197	3,059
Contract assets	436	433
Inventories	1,728	1,889
Other current assets	147	114
Total Current Assets	6,557	6,608
Plants, Properties and Equipment, net	9,953	10,150
Investments	163	163
Long-Term Financial Assets of Variable Interest Entities (Note 15)	2,321	2,312
Goodwill	3,040	3,041
Overfunded Pension Plan Assets	171	118
Right of Use Assets	439	448
Deferred Charges and Other Assets	419	421
Total Assets	23,063	23,261
Current Liabilities
Notes payable and current maturities of long-term debt	259	138
Accounts payable	2,350	2,442
Accrued payroll and benefits	473	397
Other current liabilities	1,032	982
Total Current Liabilities	4,114	3,959
Long-Term Debt	5,329	5,455
Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 15)	2,117	2,113
Deferred Income Taxes	1,131	1,552
Underfunded Pension Benefit Obligation	249	280
Postretirement and Postemployment Benefit Obligation	130	140
Long-Term Lease Obligations	299	312
Other Liabilities	1,099	1,095
Equity
Common stock, $1 par value, 2024 – 448.9 shares and 2023 – 448.9 shares	449	449
Paid-in capital	4,688	4,730
Retained earnings	9,719	9,491
Accumulated other comprehensive loss	(1,580)	(1,565)
Shareholders' Equity before Treasury Stock, Total	13,276	13,105
Less: Common stock held in treasury, at cost, 2024 – 101.6 shares and 2023 – 102.9 shares	4,681	4,750
Total Equity	8,595	8,355
Total Liabilities and Equity	$ 23,063	$ 23,261

XML

Consolidated Balance Sheet (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 1	$ 1
Common stock, shares	448,900	448,900
Treasury Stock, Common, Shares	101,600	102,900

XML

Consolidated Statement of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating Activities
Net earnings (loss)	$ 554	$ 407
Depreciation and amortization	539	485
Deferred income tax provision (benefit), net	(427)	(13)
Restructuring and other charges, net	3	0
Net (gains) losses on sales and impairments of equity method investments	0	76
Equity method dividends received	0	13
Equity (earnings) losses, net of taxes	3	(88)
Pension Expense (Reversal of Expense), Noncash	(1)	47
Other, net	77	34
Changes in current assets and liabilities
Accounts and notes receivable	(161)	160
Contract assets	(3)	(9)
Inventories	112	87
Accounts payable and accrued liabilities	90	(280)
Interest payable	4	(23)
Other	(30)	(23)
Cash Provided By (Used For) Operations	760	873
Investment Activities
Invested in capital projects	(449)	(608)
Proceeds from sale of fixed assets	4	3
Other	(1)	2
Cash Provided By (Used For) Investment Activities	(446)	(603)
Financing Activities
Repurchases of common stock and payments of restricted stock tax withholding	(22)	(218)
Issuance of debt	0	772
Reduction of debt	(8)	(536)
Change in book overdrafts	(14)	(33)
Dividends paid	(321)	(322)
Proceeds from (Payments for) Other Financing Activities	0	(1)
Cash Provided By (Used For) Financing Activities	(365)	(338)
Effect of Exchange Rate Changes on Cash and Temporary Investments	(13)	10
Change in Cash and Temporary Investments	(64)	(58)
Cash and Temporary Investments
Beginning of period	1,113	804
End of period	$ 1,049	$ 746

XML

BASIS OF PRESENTATION (Note)

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States and in accordance with the instructions to Form 10-Q and, in the opinion of management, include all adjustments that are necessary for the fair presentation of International Paper Company’s ("International Paper's," "the Company’s," "IP's" or "our") financial position, results of operations, and cash flows for the interim periods presented. Except as disclosed herein, such adjustments are of a normal, recurring nature. Results for the first six months of the year may not necessarily be indicative of full year results. You should read these unaudited condensed financial statements in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"), which have previously been filed with the U.S. Securities and Exchange Commission ("SEC").

These unaudited condensed 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.

XML

RECENT ACCOUNTING DEVELOPMENTS (Note)

6 Months Ended

Jun. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Developments [Note Text Block]

Recently Adopted Accounting Pronouncements

Reference Rate Reform

In 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 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.

Segment Reporting

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 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 and will update disclosures within the Company's 2024 annual filing.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes

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.

XML

REVENUE RECOGNITION (Note)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Generally, the Company recognizes revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the goods. 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.

Disaggregated Revenue

	Three Months Ended June 30, 2024
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	3,399	$	669	$	86	$	4,154
Europe, Middle East & Africa ("EMEA")	328		17		—		345
Pacific Rim and Asia	19		31		—		50
Americas, other than U.S.	185		—		—		185
Total	$	3,931	$	717	$	86	$	4,734
Operating Segments
North American Industrial Packaging	$	3,628	$	—	$	—	$	3,628
EMEA Industrial Packaging	328		—		—		328
Global Cellulose Fibers	—		717		—		717
Intrasegment Eliminations	(25)		—		—		(25)
Corporate & Intersegment Sales	—		—		86		86
Total	$	3,931	$	717	$	86	$	4,734

(a) Net sales are attributed to countries based on the location of the seller.

	Six Months Ended June 30, 2024
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	6,638	$	1,319	$	193	$	8,150
EMEA	676		37		—		713
Pacific Rim and Asia	33		65		—		98
Americas, other than U.S.	392		—		—		392
Total	$	7,739	$	1,421	$	193	$	9,353
Operating Segments
North American Industrial Packaging	$	7,114	$	—	$	—	$	7,114
EMEA Industrial Packaging	676		—		—		676
Global Cellulose Fibers	—		1,421		—		1,421
Intrasegment Eliminations	(51)		—		—		(51)
Corporate & Intersegment Sales	—		—		193		193
Total	$	7,739	$	1,421	$	193	$	9,353

(a) Net sales are attributed to countries based on the location of the seller.

	Three Months Ended June 30, 2023
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	3,305	$	616	$	100	$	4,021
EMEA	351		26		—		377
Pacific Rim and Asia	7		56		—		63
Americas, other than U.S.	221		—		—		221
Total	$	3,884	$	698	$	100	$	4,682
Operating Segments
North American Industrial Packaging	$	3,550	$	—	$	—	$	3,550
EMEA Industrial Packaging	351		—		—		351
Global Cellulose Fibers	—		698		—		698
Intrasegment Eliminations	(17)		—		—		(17)
Corporate & Intersegment Sales	—		—		100		100
Total	$	3,884	$	698	$	100	$	4,682

(a) Net sales are attributed to countries based on the location of the seller.

	Six Months Ended June 30, 2023
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	6,760	$	1,346	$	226	$	8,332
EMEA	742		51		—		793
Pacific Rim and Asia	15		112		—		127
Americas, other than U.S.	450		—		—		450
Total	$	7,967	$	1,509	$	226	$	9,702
Operating Segments
North American Industrial Packaging	$	7,274	$	—	$	—	$	7,274
EMEA Industrial Packaging	742		—		—		742
Global Cellulose Fibers	—		1,509		—		1,509
Intrasegment Eliminations	(49)		—		—		(49)
Corporate & Intersegment Sales	—		—		226		226
Total	$	7,967	$	1,509	$	226	$	9,702

(a) Net sales are attributed to countries based on the location of the seller.

Revenue Contract Balances

A contract asset is created when the Company recognizes revenue on its customized products prior to having an unconditional right to payment from the customer, which generally does not occur until goods are transferred to the customer.

A contract liability is created when customers prepay for goods prior to the Company transferring those goods to the customer. The contract liability is reduced once control of the goods is transferred to the customer. The majority of our customer prepayments are received during the fourth quarter each year for goods that will be transferred to customers over the following twelve months. Contract liabilities of $17 million and $32 million are included in Other current liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023, respectively. The Company also recorded a contract liability of $115 million related to a previous acquisition. The balance of this contract liability was $88 million and $92 million at June 30, 2024 and December 31, 2023, respectively, and is recorded in Other current liabilities and Other Liabilities in the accompanying condensed consolidated balance sheet.

The difference between the opening and closing balances of the Company's contract assets and contract liabilities primarily results from the difference between the price and quantity at comparable points in time for goods for which we have an unconditional right to payment or receive prepayment from the customer, respectively.

XML

EQUITY (Note)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Equity [Note Text Block]

NOTE 4 - EQUITY

A summary of the changes in equity for the three months and six months ended June 30, 2024 and 2023 is provided below:

	Three Months Ended June 30, 2024
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, April 1	$	449	$	4,663	$	9,386	$	(1,558)	$	4,683	$	8,257
Issuance of stock for various plans, net	—		25		—		—		(2)		27
Common stock dividends ($0.4625 per share)	—		—		(165)		—		—		(165)
Comprehensive income (loss)	—		—		498		(22)		—		476
Ending Balance, June 30	$	449	$	4,688	$	9,719	$	(1,580)	$	4,681	$	8,595

	Six Months Ended June 30, 2024
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, January 1	$	449	$	4,730	$	9,491	$	(1,565)	$	4,750	$	8,355
Issuance of stock for various plans, net	—		(42)		—		—		(91)		49
Repurchase of stock	—		—		—		—		22		(22)
Common stock dividends ($0.9250 per share)	—		—		(326)		—		—		(326)
Comprehensive income (loss)	—		—		554		(15)		—		539
Ending Balance, June 30	$	449	$	4,688	$	9,719	$	(1,580)	$	4,681	$	8,595

	Three Months Ended June 30, 2023
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, April 1	$	449	$	4,699	$	9,866	$	(1,911)	$	4,714	$	8,389
Issuance of stock for various plans, net	—		(11)		—		—		(3)		(8)
Repurchase of stock	—		—		—		—		40		(40)
Common stock dividends ($0.4625 per share)	—		—		(163)		—		—		(163)
Comprehensive income (loss)	—		—		235		(9)		—		226
Ending Balance, June 30	$	449	$	4,688	$	9,938	$	(1,920)	$	4,751	$	8,404

	Six Months Ended June 30, 2023
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, January 1	$	449	$	4,725	$	9,855	$	(1,925)	$	4,607	$	8,497
Issuance of stock for various plans, net	—		(37)		—		—		(75)		38
Repurchase of stock	—		—		—		—		219		(219)
Common stock dividends ($0.9250 per share)	—		—		(324)		—		—		(324)
Comprehensive income (loss)	—		—		407		5		—		412
Ending Balance, June 30	$	449	$	4,688	$	9,938	$	(1,920)	$	4,751	$	8,404

XML

OTHER COMPREHENSIVE INCOME (Note)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Other Comprehensive Income [Note Text Block]

The following table presents changes in Accumulated Other Comprehensive Income (Loss) ("AOCI"), net of tax, for the three months and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Defined Benefit Pension and Postretirement Adjustments
Balance at beginning of period	$	(1,259)	$	(1,172)	$	(1,276)	$	(1,195)
Amounts reclassified from accumulated other comprehensive income	17		21		34		44
Balance at end of period	(1,242)		(1,151)		(1,242)		(1,151)
Change in Cumulative Foreign Currency Translation Adjustments
Balance at beginning of period	(291)		(731)		(281)		(722)
Other comprehensive income (loss) before reclassifications	(39)		(30)		(49)		(39)
Balance at end of period	(330)		(761)		(330)		(761)
Net Gains and Losses on Cash Flow Hedging Derivatives
Balance at beginning of period	(8)		(8)		(8)		(8)
Balance at end of period	(8)		(8)		(8)		(8)
Total Accumulated Other Comprehensive Income (Loss) at End of Period	$	(1,580)	$	(1,920)	$	(1,580)	$	(1,920)

The following table presents details of the reclassifications out of AOCI for the three months and six months ended June 30, 2024 and 2023:

In millions:	Amount Reclassified from Accumulated Other Comprehensive Income									Location of Amount Reclassified from AOCI
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Defined benefit pension and postretirement items:
Prior-service costs	$	(3)	$	(6)	$	(6)	$	(12)	(a)	Non-operating pension expense (income)
Actuarial gains (losses)	(20)		(22)		(39)		(46)		(a)	Non-operating pension expense (income)
Total pre-tax amount	(23)		(28)		(45)		(58)
Tax (expense) benefit	6		7		11		14
Net of tax	(17)		(21)		(34)		(44)
Total reclassifications for the period	$	(17)	$	(21)	$	(34)	$	(44)

(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 17 for additional details).

XML

EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS (Note)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share [Note Text Block]

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:

 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions, except per share amounts	2024		2023		2024		2023
Earnings (loss) from continuing operations	$	498	$	222	$	554	$	394
Weighted average common shares outstanding	347.3		346.2		347.0		347.7
Effect of dilutive securities
Restricted performance share plan	5.5		0.3		5.7		1.8
Weighted average common shares outstanding – assuming dilution	352.8		346.5		352.7		349.5
Basic earnings (loss) per share from continuing operations	$	1.43	$	0.64	$	1.59	$	1.13
Diluted earnings (loss) per share from continuing operations	$	1.41	$	0.64	$	1.57	$	1.12

XML

RESTRUCTURING AND OTHER CHARGES (Note)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities [Note Text Block]

2024: There were no restructuring and other charges recorded during the three months ended June 30, 2024.

During the three months ended March 31, 2024, the Company recorded restructuring and other charges of $3 million for costs associated with the permanent closure of our containerboard mill in Orange, Texas and the permanent shutdown of pulp machines at our Riegelwood, North Carolina and Pensacola, Florida mills.

2023: There were no restructuring and other charges recorded during the three months and six months ended June 30, 2023.

XML

ACQUISITIONS (Note)

6 Months Ended

Jun. 30, 2024

Business Combination and Asset Acquisition [Abstract]

Business Combination Disclosure [Text Block]

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”). Under the terms of the Business Combination, each DS Smith share will be valued at 415 pence per share based on the Company’s closing share price of $40.85 and GBP/USD exchange rate of 1.2645 on March 25, 2024, being the close of business on the last day prior to the announcement by DS Smith of a previously disclosed possible offer by the Company. This will result in IP issuing 0.1285 shares for each DS Smith share, resulting in pro forma ownership of 66.3% for IP shareholders and 33.7% for DS Smith shareholders, with an implied enterprise value of approximately $9.9 billion. Costs related to the transaction were $17 million and $22 million for the three months and six months ended June 30, 2024, respectively. In connection with the Business Combination, the Company also intends to seek a secondary listing of International Paper common stock on the London Stock Exchange. Following completion of the Business Combination, Memphis, Tennessee, will be the headquarters of the combined company, with plans to establish a Europe, Middle East and Africa ("EMEA") headquarters at DS Smith’s existing London headquarters. Upon the completion of the Business Combination, it is intended that the Company’s board of directors will form the board of directors of the combined company, and that up to two directors of DS Smith will be invited to join the board of directors of the combined company. Mr. Andrew K. Silvernail will be the Chief Executive Officer of the combined company. On June 25, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), for the proposed Business Combination expired, which removes the HSR Act's bar to closing. The transaction is expected to close during the fourth quarter of 2024, subject to the approval of IP shareholders and DS Smith shareholders, as well as customary closing conditions, including regulatory clearances in Europe.

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Note)

6 Months Ended

Jun. 30, 2024

Disclosure Text Block Supplement [Abstract]

Supplemental Financial Statement Information [Note Text Block]

Temporary 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 stated at cost. Temporary investments totaled $862 million and $950 million at June 30, 2024 and December 31, 2023, respectively.

Accounts and Notes Receivable

In millions	June 30, 2024		December 31, 2023
Accounts and notes receivable, net:
Trade (less allowances of $30 in 2024 and $34 in 2023)	$	2,915	$	2,841
Other	282		218
Total	$	3,197	$	3,059

Inventories

In millions	June 30, 2024		December 31, 2023
Raw materials	$	203	$	229
Finished pulp, paper and packaging	857		975
Operating supplies	623		622
Other	45		63
Total	$	1,728	$	1,889

Plants, Properties and Equipment  

Accumulated depreciation was $19.9 billion and $19.6 billion at June 30, 2024 and December 31, 2023, respectively. Depreciation expense was $251 million and $235 million for the three months ended June 30, 2024 and 2023, respectively, and $519 million and $467 million for the six months ended June 30, 2024 and 2023, respectively.

Non-cash additions to plants, properties and equipment included within accounts payable were $63 million and $141 million at June 30, 2024 and December 31, 2023, respectively.

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 $110 million and $122 million of supplier finance program liabilities as of June 30, 2024 and December 31, 2023, respectively.

Interest

Interest payments made during the six months ended June 30, 2024 and 2023 were $222 million and $240 million, respectively.

Amounts related to interest were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Interest expense	$	107	$	103	$	216	$	206
Interest income	52		44		115		85
Capitalized interest costs	6		6		8		11

Asset Retirement Obligations

The Company recorded liabilities in Other Liabilities in the accompanying condensed consolidated balance sheet of $104 million and $103 million related to asset retirement obligations at June 30, 2024 and December 31, 2023, respectively.

XML

LEASES (Note)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Lessee, Operating Leases

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 a remaining lease term of up to 29 years. Total lease costs were $79 million and $73 million for the three months ended June 30, 2024 and 2023, respectively, and $158 million and $148 million for the six months ended June 30, 2024 and 2023, respectively.

Supplemental Balance Sheet Information Related to Leases

In millions	Classification	June 30, 2024		December 31, 2023
Assets
Operating lease assets	Right-of-use assets	$	439	$	448
Finance lease assets	Plants, properties and equipment, net (a)	42		47
Total leased assets		$	481	$	495
Liabilities
Current
Operating	Other current liabilities	$	151	$	153
Finance	Notes payable and current maturities of long-term debt	11		11
Noncurrent
Operating	Long-term lease obligations	299		312
Finance	Long-term debt	40		44
Total lease liabilities		$	501	$	520

(a)Finance leases are recorded net of accumulated amortization of $70 million and $67 million as of June 30, 2024 and December 31, 2023, respectively.

Lessee, Finance Leases

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 a remaining lease term of up to 29 years. Total lease costs were $79 million and $73 million for the three months ended June 30, 2024 and 2023, respectively, and $158 million and $148 million for the six months ended June 30, 2024 and 2023, respectively.

Supplemental Balance Sheet Information Related to Leases

In millions	Classification	June 30, 2024		December 31, 2023
Assets
Operating lease assets	Right-of-use assets	$	439	$	448
Finance lease assets	Plants, properties and equipment, net (a)	42		47
Total leased assets		$	481	$	495
Liabilities
Current
Operating	Other current liabilities	$	151	$	153
Finance	Notes payable and current maturities of long-term debt	11		11
Noncurrent
Operating	Long-term lease obligations	299		312
Finance	Long-term debt	40		44
Total lease liabilities		$	501	$	520

(a)Finance leases are recorded net of accumulated amortization of $70 million and $67 million as of June 30, 2024 and December 31, 2023, respectively.

XML

EQUITY METHOD INVESTMENTS (Note)

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

The Company accounts for the following investment under the equity method of accounting.

Ilim S.A.

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 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 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 condensed 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 millions	Equity Earnings	Impairment Charges	Tax Expense (Benefit)	Discontinued Operations, net of tax (a)	Dividends
2023 First Quarter	43	43	—	—	—
2023 Second Quarter	46	33	—	13	13
2023 Third Quarter	23	59	(9)	(27)	—
Six Months Ended June 30, 2023	89	76	—	13	13

(a)    Discontinued operations, net of tax is Equity Earnings less Impairment Charges and Tax Expense (Benefit)

XML

GOODWILL AND OTHER INTANGIBLES (Note)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles [Note Text Block]

Goodwill

The following table presents changes in goodwill balances as allocated to each business segment for the six months ended June 30, 2024:

In millions	Industrial Packaging		Global Cellulose Fibers		Total
Balance as of January 1, 2024
Goodwill	$	3,413	$	52	$	3,465
Accumulated impairment losses	(372)		(52)		(424)
Total	3,041		—		3,041
Currency translation and other	(1)		—		(1)
Accumulated impairment loss additions / reductions	—		—		—
Balance as of June 30, 2024
Goodwill	3,412		52		3,464
Accumulated impairment losses	(372)		(52)		(424)
Total	$	3,040	$	—	$	3,040

Other Intangibles

Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying condensed consolidated balance sheet and comprised the following: 

	June 30, 2024						December 31, 2023
In millions	Gross Carrying Amount		Accumulated Amortization		Net Intangible Assets		Gross Carrying Amount		Accumulated Amortization		Net Intangible Assets
Customer relationships and lists	$	492	$	348	$	144	$	494	$	335	$	159
Tradenames, patents and trademarks, and developed technology	170		158		12		170		154		16
Land and water rights	8		2		6		8		2		6
Other	20		18		2		21		19		2
Total	$	690	$	526	$	164	$	693	$	510	$	183

The Company recognized the following amounts as amortization expense related to intangible assets: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Amortization expense related to intangible assets	$	9	$	9	$	19	$	18

XML

INCOME TAXES (Note)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes [Note Text Block]

International Paper made income tax payments, net of refunds, of $153 million and $215 million for the six months ended June 30, 2024 and 2023, respectively.

The Company currently estimates that, as a result of ongoing discussions, pending tax settlements and expirations of statutes of limitations, the amount of unrecognized tax benefits could be reduced by approximately $4 million during the next 12 months.

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.

During the second quarter, the Company completed an internal legal entity restructuring for which a capital loss was recognized for U.S. federal and state income tax purposes. The Company intends to use this capital loss to offset capital gains, and, as such, recorded a deferred tax asset and a deferred tax benefit of approximately $338 million in the second quarter, which impacted the effective income tax rate for the three months and six months ended June 30, 2024.

XML

COMMITMENTS AND CONTINGENCIES (Note)

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies [Note Text Block]

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 for which an estimate is 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 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

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 $270 million and $251 million in the aggregate as of June 30, 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 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 estimated liability for the Cass Lake superfund site was $45 million and $46 million as of June 30, 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 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 estimated liability by $27 million in the fourth quarter of 2022.

The total estimated liability for the Kalamazoo River superfund site was $20 million and $27 million as of June 30, 2024 and December 31, 2023, respectively.

In addition, in December 2020, the U.S. District for the Western District of Michigan ("District Court") approved a Consent Decree among the United States, NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees. Under the Consent Decree NCR agreed to 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.

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 presently reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material; however, we are unable to estimate any possible loss or range of loss in excess of such recorded liability.

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 ($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 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 is appealing 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. 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 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 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% to the EPA in November 2022. Upon submittal of the final component, an updated engineering estimate was developed, and the Company increased the estimated liability 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. In April 2024, the EPA responded to the submitted plans and requested a 100% RD by July 17, 2024, which was timely submitted by the PRPs. Among other things, the revised RD proposes design changes that include modification of the wastewater treatment facilities, changes to outer walls, and the addition of scour and barge protection systems. To account for the design changes and the updated estimate of costs from the site engineer, the Company increased the estimated liability amount by approximately $25 million as of June 30, 2024. This amount represents the Company’s 50% share of the low end of the range of estimated remediation costs. 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 estimated liability for the southern and northern impoundment was $98 million and $83 million as of June 30, 2024 and December 31, 2023, 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 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 June 30, 2024 and December 31, 2023.

Asbestos-Related Matters

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 $112 million and $97 million as of June 30, 2024 and December 31, 2023, respectively, both net of estimated insurance recoveries. 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 further appealed the Council of State decision to uphold the ICA’s findings, and 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 Italy does not believe the ICA's redetermination decision is consistent with the Council of State's March 2024 decision or its March 2023 referral back to the ICA, and has further appealed the amount of its fine. 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.

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 $105 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and fees. The interest, penalties and fees currently total approximately $249 million (adjusted for variation in currency exchange rates). Accordingly, the assessments currently total approximately $354 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 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 June 30, 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.

XML

VARIABLE INTEREST ENTITIES (Note)

6 Months Ended

Jun. 30, 2024

Variable Interest Entities [Abstract]

Variable Interest Entity Disclosure

Variable Interest Entities

As of June 30, 2024, the fair value of the Timber Notes and Extension Loans for the 2007 Financing Entities was $2.4 billion and $2.1 billion, respectively. The Timber Notes and Extension Loans are classified as Level 2 within the fair value hierarchy, which is further defined in Note 1 in the Company’s Annual Report.

The Timber Notes of $2.4 billion and the Extension Loans of $2.1 billion both mature in 2027 and are shown in Long-term nonrecourse financial assets of variable interest entities and Long-term nonrecourse financial liabilities of variable interest entities, respectively, on the accompanying condensed consolidated balance sheet.

Activity between the Company and the 2007 Financing Entities was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Revenue (a)	$	38	$	36	$	77	$	69
Expense (b)	35		35		70		66
Cash receipts (c)	34		28		68		55
Cash payments (d)	32		30		66		57

(a)The revenue is included in interest expense, net in the accompanying statement of operations and includes approximately $4 million and $9 million for both the three months and sixth months ended June 30, 2024 and 2023, respectively, of accretion income for the amortization of the basis difference adjustment on the Long-term financial assets of variable interest entities.

(b)The expense is included in interest expense, net in the accompanying statement of operations and includes approximately $1 million and $3 million for both the three months an sixth months ended June 30, 2024 and 2023, respectively, of accretion expense for the amortization of the basis difference adjustment on the Long-term nonrecourse financial liabilities of variable interest entities.

(c)The cash receipts are interest received on the Long-term financial assets of variable interest entities.

(d)The cash payments are interest paid on Long-term nonrecourse financial liabilities of variable interest entities.

On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the previously disclosed timber monetization restructuring tax matter involving the variable interest entities that were restructured in 2015 ("the 2015 Financing Entities") in connection with an extension of installment notes and third-party loans. 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 Company has paid $252 million in U.S. federal income taxes and $58 million in interest expense as a result of the settlement agreement. Of this amount, the Company paid $163 million in U.S. federal income taxes and $30 million in interest during the first quarter of 2023, with the Company fully satisfying the remaining payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter during the second quarter of 2023.

XML

DEBT (Note)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt [Note Text Block]

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 the 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. As of June 30, 2024, the Company had no borrowings outstanding under the program.

At June 30, 2024, International Paper’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 includes up to $500 million of uncommitted financings based on eligible receivables balances under a receivables securitization program that expires in June 2025. At June 30, 2024, the Company had no borrowings outstanding under the receivables securitization program.

During the first quarter of 2024, the Company had debt reductions of $3 million related to decreases in the amount of capital leases.

During the second quarter of 2024, the Company had debt reductions of $5 million related to decreases in the amount of capital leases.

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 June 30, 2024, we were in compliance with our debt covenants.

At June 30, 2024, the fair value of International Paper’s $5.6 billion of debt was approximately $5.2 billion. The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the same or similar issues. International Paper’s long-term debt is classified as Level 2 within the fair value hierarchy, which is further defined in Note 1 in the Company’s Annual Report.

XML

RETIREMENT PLANS (Note)

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Retirement Plans [Note Text Block]

International Paper sponsors and maintains the Retirement Plan of International Paper Company (the "Pension Plan"), a tax-qualified defined benefit pension plan that provides retirement benefits to substantially all hourly and union employees who work at a participating business unit. The Pension Plan was frozen as of January 1, 2019 for salaried participants.

The Pension Plan provides defined pension benefits based on years of credited service and either final average earnings (salaried employees and hourly employees receiving salaried benefits), hourly job rates or specified benefit rates (hourly and union employees).

Net periodic pension expense (income) for our qualified and nonqualified U.S. defined benefit plans comprised the following: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Service cost	$	14	$	12	$	27	$	24
Interest cost	112		114		223		230
Expected return on plan assets	(148)		(133)		(296)		(265)
Actuarial loss	20		22		39		46
Amortization of prior service cost	3		6		6		12
Net periodic pension expense (income)	$	1	$	21	$	(1)	$	47

The components of net periodic pension expense (income) other than the Service cost component are included in Non-operating pension expense (income) in the condensed consolidated statement of operations.

The Company’s funding policy for our pension plans 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 made no voluntary cash contributions to the qualified pension plan in the first six months of 2024 or 2023. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $11 million for the six months ended June 30, 2024.

XML

STOCK-BASED COMPENSATION (Note)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement

On February 13, 2024, the Company's Board of Directors, upon recommendation of the Management Development and Compensation Committee (the "Committee"), authorized adoption of a 2024 Long-Term Incentive Compensation Plan (the "2024 LTICP") to replace the 2009 Amended and Restated Incentive Compensation Plan (the "2009 Plan"), subject to shareowner approval at the Company's annual meeting of shareowners held on May 13, 2024. The 2024 LTICP became effective following approval by shareowners at the May 13, 2024 annual meeting and replaced the 2009 Plan. The 2024 LTICP authorized up to 9,250,000 shares of our Class A common stock, par value $1.00 per share, available for future grants in the form of restricted stock, restricted or deferred stock units, performance awards payable in cash or stock upon the attainment of specified performance goals, dividend equivalents, options, stock appreciation rights, other stock-based awards and cash-based awards at the discretion of the Committee. The LTICP is administered by the Committee. As of June 30, 2024, 9.2 million shares were available for grant under the 2024 LTICP.

Stock-based compensation expense and related income tax benefits were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Total stock-based compensation expense (selling and administrative)	$	26	$	(8)	$	35	$	26
Income tax benefits related to stock-based compensation	—		—		13		11

At June 30, 2024, $103 million, net of estimated forfeitures, of compensation cost related to time-based and performance-based shares and restricted stock attributable to future service had not yet been recognized. This amount will be recognized in expense over a weighted-average period of 1.6 years.

Long-Term Incentive Plan

During the first sixth months of 2024, the Company granted 2.0 million performance units at an average grant date fair value of $35.25 and 1.4 million time-based units at an average grant date fair value of $36.15.

XML

INDUSTRY SEGMENT INFORMATION (Note)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

International Paper’s business segments, Industrial Packaging and Global Cellulose Fibers, are consistent with the internal structure used to manage these businesses. Both segments are differentiated on a common product, common customer basis consistent with the business segmentation generally used in the Forest Products industry.

Business segment operating profits (losses) are used by International Paper's management to measure the earnings performance of its businesses. Management believes that this measure allows a better understanding of trends in costs, operating efficiencies, prices and volumes. 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.

Net sales by business segment for the three months and six months ended June 30, 2024 and 2023 were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Industrial Packaging	$	3,931	$	3,884	$	7,739	$	7,967
Global Cellulose Fibers	717		698		1,421		1,509
Corporate and Intersegment Sales	86		100		193		226
Net Sales	$	4,734	$	4,682	$	9,353	$	9,702

Operating profit (loss) by business segment for the three months and six months ended June 30, 2024 and 2023 were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Industrial Packaging	$	291	$	304	$	507	$	626
Global Cellulose Fibers	31		30		(16)		14
Business Segment Operating Profit (Loss)	$	322	$	334	$	491	$	640
Net Earnings (Loss) From Continuing Operations	$	498	$	222	$	554	$	394
Add back (deduct):
Income tax provision (benefit)	(293)		33		(266)		81
Equity (earnings) loss, net of taxes	1		—		3		1
Earnings (loss) from continuing operations before income taxes and equity earnings	206		255		291		476
Interest expense, net	55		59		101		121
Adjustment for less than wholly owned subsidiaries	(1)		—		(3)		—
Corporate expenses, net	23		8		47		16
Corporate net special items	54		—		74		—
Business net special items	(5)		—		3		—
Non-operating pension expense (income)	(10)		12		(22)		27
Business Segment Operating Profit (Loss)	$	322	$	334	$	491	$	640

XML

REVENUE RECOGNITION (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

	Three Months Ended June 30, 2024
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	3,399	$	669	$	86	$	4,154
Europe, Middle East & Africa ("EMEA")	328		17		—		345
Pacific Rim and Asia	19		31		—		50
Americas, other than U.S.	185		—		—		185
Total	$	3,931	$	717	$	86	$	4,734
Operating Segments
North American Industrial Packaging	$	3,628	$	—	$	—	$	3,628
EMEA Industrial Packaging	328		—		—		328
Global Cellulose Fibers	—		717		—		717
Intrasegment Eliminations	(25)		—		—		(25)
Corporate & Intersegment Sales	—		—		86		86
Total	$	3,931	$	717	$	86	$	4,734

(a) Net sales are attributed to countries based on the location of the seller.

	Six Months Ended June 30, 2024
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	6,638	$	1,319	$	193	$	8,150
EMEA	676		37		—		713
Pacific Rim and Asia	33		65		—		98
Americas, other than U.S.	392		—		—		392
Total	$	7,739	$	1,421	$	193	$	9,353
Operating Segments
North American Industrial Packaging	$	7,114	$	—	$	—	$	7,114
EMEA Industrial Packaging	676		—		—		676
Global Cellulose Fibers	—		1,421		—		1,421
Intrasegment Eliminations	(51)		—		—		(51)
Corporate & Intersegment Sales	—		—		193		193
Total	$	7,739	$	1,421	$	193	$	9,353

(a) Net sales are attributed to countries based on the location of the seller.

	Three Months Ended June 30, 2023
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	3,305	$	616	$	100	$	4,021
EMEA	351		26		—		377
Pacific Rim and Asia	7		56		—		63
Americas, other than U.S.	221		—		—		221
Total	$	3,884	$	698	$	100	$	4,682
Operating Segments
North American Industrial Packaging	$	3,550	$	—	$	—	$	3,550
EMEA Industrial Packaging	351		—		—		351
Global Cellulose Fibers	—		698		—		698
Intrasegment Eliminations	(17)		—		—		(17)
Corporate & Intersegment Sales	—		—		100		100
Total	$	3,884	$	698	$	100	$	4,682

(a) Net sales are attributed to countries based on the location of the seller.

	Six Months Ended June 30, 2023
In millions	Industrial Packaging		Global Cellulose Fibers		Corporate & Intersegment		Total
Primary Geographical Markets (a)
United States	$	6,760	$	1,346	$	226	$	8,332
EMEA	742		51		—		793
Pacific Rim and Asia	15		112		—		127
Americas, other than U.S.	450		—		—		450
Total	$	7,967	$	1,509	$	226	$	9,702
Operating Segments
North American Industrial Packaging	$	7,274	$	—	$	—	$	7,274
EMEA Industrial Packaging	742		—		—		742
Global Cellulose Fibers	—		1,509		—		1,509
Intrasegment Eliminations	(49)		—		—		(49)
Corporate & Intersegment Sales	—		—		226		226
Total	$	7,967	$	1,509	$	226	$	9,702

(a) Net sales are attributed to countries based on the location of the seller.

XML

EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Stockholders' Equity [Table Text Block]

A summary of the changes in equity for the three months and six months ended June 30, 2024 and 2023 is provided below:

	Three Months Ended June 30, 2024
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, April 1	$	449	$	4,663	$	9,386	$	(1,558)	$	4,683	$	8,257
Issuance of stock for various plans, net	—		25		—		—		(2)		27
Common stock dividends ($0.4625 per share)	—		—		(165)		—		—		(165)
Comprehensive income (loss)	—		—		498		(22)		—		476
Ending Balance, June 30	$	449	$	4,688	$	9,719	$	(1,580)	$	4,681	$	8,595

	Six Months Ended June 30, 2024
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, January 1	$	449	$	4,730	$	9,491	$	(1,565)	$	4,750	$	8,355
Issuance of stock for various plans, net	—		(42)		—		—		(91)		49
Repurchase of stock	—		—		—		—		22		(22)
Common stock dividends ($0.9250 per share)	—		—		(326)		—		—		(326)
Comprehensive income (loss)	—		—		554		(15)		—		539
Ending Balance, June 30	$	449	$	4,688	$	9,719	$	(1,580)	$	4,681	$	8,595

	Three Months Ended June 30, 2023
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, April 1	$	449	$	4,699	$	9,866	$	(1,911)	$	4,714	$	8,389
Issuance of stock for various plans, net	—		(11)		—		—		(3)		(8)
Repurchase of stock	—		—		—		—		40		(40)
Common stock dividends ($0.4625 per share)	—		—		(163)		—		—		(163)
Comprehensive income (loss)	—		—		235		(9)		—		226
Ending Balance, June 30	$	449	$	4,688	$	9,938	$	(1,920)	$	4,751	$	8,404

	Six Months Ended June 30, 2023
In millions, except per share amounts	Common Stock Issued		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock Held In Treasury, At Cost		Total Equity
Balance, January 1	$	449	$	4,725	$	9,855	$	(1,925)	$	4,607	$	8,497
Issuance of stock for various plans, net	—		(37)		—		—		(75)		38
Repurchase of stock	—		—		—		—		219		(219)
Common stock dividends ($0.9250 per share)	—		—		(324)		—		—		(324)
Comprehensive income (loss)	—		—		407		5		—		412
Ending Balance, June 30	$	449	$	4,688	$	9,938	$	(1,920)	$	4,751	$	8,404

XML

OTHER COMPREHENSIVE INCOME (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

NOTE 5 - OTHER COMPREHENSIVE INCOME

The following table presents changes in Accumulated Other Comprehensive Income (Loss) ("AOCI"), net of tax, for the three months and six months ended June 30, 2024 and 2023:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Defined Benefit Pension and Postretirement Adjustments
Balance at beginning of period	$	(1,259)	$	(1,172)	$	(1,276)	$	(1,195)
Amounts reclassified from accumulated other comprehensive income	17		21		34		44
Balance at end of period	(1,242)		(1,151)		(1,242)		(1,151)
Change in Cumulative Foreign Currency Translation Adjustments
Balance at beginning of period	(291)		(731)		(281)		(722)
Other comprehensive income (loss) before reclassifications	(39)		(30)		(49)		(39)
Balance at end of period	(330)		(761)		(330)		(761)
Net Gains and Losses on Cash Flow Hedging Derivatives
Balance at beginning of period	(8)		(8)		(8)		(8)
Balance at end of period	(8)		(8)		(8)		(8)
Total Accumulated Other Comprehensive Income (Loss) at End of Period	$	(1,580)	$	(1,920)	$	(1,580)	$	(1,920)

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

The following table presents details of the reclassifications out of AOCI for the three months and six months ended June 30, 2024 and 2023:

In millions:	Amount Reclassified from Accumulated Other Comprehensive Income									Location of Amount Reclassified from AOCI
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Defined benefit pension and postretirement items:
Prior-service costs	$	(3)	$	(6)	$	(6)	$	(12)	(a)	Non-operating pension expense (income)
Actuarial gains (losses)	(20)		(22)		(39)		(46)		(a)	Non-operating pension expense (income)
Total pre-tax amount	(23)		(28)		(45)		(58)
Tax (expense) benefit	6		7		11		14
Net of tax	(17)		(21)		(34)		(44)
Total reclassifications for the period	$	(17)	$	(21)	$	(34)	$	(44)

(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 17 for additional details).

XML

EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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:

 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions, except per share amounts	2024		2023		2024		2023
Earnings (loss) from continuing operations	$	498	$	222	$	554	$	394
Weighted average common shares outstanding	347.3		346.2		347.0		347.7
Effect of dilutive securities
Restricted performance share plan	5.5		0.3		5.7		1.8
Weighted average common shares outstanding – assuming dilution	352.8		346.5		352.7		349.5
Basic earnings (loss) per share from continuing operations	$	1.43	$	0.64	$	1.59	$	1.13
Diluted earnings (loss) per share from continuing operations	$	1.41	$	0.64	$	1.57	$	1.12

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Disclosure Text Block Supplement [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

Accounts and Notes Receivable

In millions	June 30, 2024		December 31, 2023
Accounts and notes receivable, net:
Trade (less allowances of $30 in 2024 and $34 in 2023)	$	2,915	$	2,841
Other	282		218
Total	$	3,197	$	3,059

Inventories [Table Text Block]

Inventories

In millions	June 30, 2024		December 31, 2023
Raw materials	$	203	$	229
Finished pulp, paper and packaging	857		975
Operating supplies	623		622
Other	45		63
Total	$	1,728	$	1,889

Interest Income and Interest Expense Disclosure [Table Text Block]

Amounts related to interest were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Interest expense	$	107	$	103	$	216	$	206
Interest income	52		44		115		85
Capitalized interest costs	6		6		8		11

XML

LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information Related to Leases [Table Text Block]

Supplemental Balance Sheet Information Related to Leases

In millions	Classification	June 30, 2024		December 31, 2023
Assets
Operating lease assets	Right-of-use assets	$	439	$	448
Finance lease assets	Plants, properties and equipment, net (a)	42		47
Total leased assets		$	481	$	495
Liabilities
Current
Operating	Other current liabilities	$	151	$	153
Finance	Notes payable and current maturities of long-term debt	11		11
Noncurrent
Operating	Long-term lease obligations	299		312
Finance	Long-term debt	40		44
Total lease liabilities		$	501	$	520

(a)Finance leases are recorded net of accumulated amortization of $70 million and $67 million as of June 30, 2024 and December 31, 2023, respectively.

XML

EQUITY METHOD INVESTMENTS (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of Equity Method Investments [Line Items]

Equity Method Investments [Table Text Block]

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 millions	Equity Earnings	Impairment Charges	Tax Expense (Benefit)	Discontinued Operations, net of tax (a)	Dividends
2023 First Quarter	43	43	—	—	—
2023 Second Quarter	46	33	—	13	13
2023 Third Quarter	23	59	(9)	(27)	—
Six Months Ended June 30, 2023	89	76	—	13	13

(a)    Discontinued operations, net of tax is Equity Earnings less Impairment Charges and Tax Expense (Benefit)

XML

GOODWILL AND OTHER INTANGIBLES (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in Goodwill Balances [Table Text Block]

The following table presents changes in goodwill balances as allocated to each business segment for the six months ended June 30, 2024:

In millions	Industrial Packaging		Global Cellulose Fibers		Total
Balance as of January 1, 2024
Goodwill	$	3,413	$	52	$	3,465
Accumulated impairment losses	(372)		(52)		(424)
Total	3,041		—		3,041
Currency translation and other	(1)		—		(1)
Accumulated impairment loss additions / reductions	—		—		—
Balance as of June 30, 2024
Goodwill	3,412		52		3,464
Accumulated impairment losses	(372)		(52)		(424)
Total	$	3,040	$	—	$	3,040

Finite and Indefinite-Lived Intangible Assets [Table Text Block]

Identifiable intangible assets are recorded in Deferred Charges and Other Assets in the accompanying condensed consolidated balance sheet and comprised the following: 

	June 30, 2024						December 31, 2023
In millions	Gross Carrying Amount		Accumulated Amortization		Net Intangible Assets		Gross Carrying Amount		Accumulated Amortization		Net Intangible Assets
Customer relationships and lists	$	492	$	348	$	144	$	494	$	335	$	159
Tradenames, patents and trademarks, and developed technology	170		158		12		170		154		16
Land and water rights	8		2		6		8		2		6
Other	20		18		2		21		19		2
Total	$	690	$	526	$	164	$	693	$	510	$	183

Amortization Expense of Intangible Assets [Table Text Block]

The Company recognized the following amounts as amortization expense related to intangible assets: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Amortization expense related to intangible assets	$	9	$	9	$	19	$	18

XML

VARIABLE INTEREST ENTITIES (Tables)

6 Months Ended

Jun. 30, 2024

Variable Interest Entities [Abstract]

Activity Between Company And Entities [Table Text Block]

Activity between the Company and the 2007 Financing Entities was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Revenue (a)	$	38	$	36	$	77	$	69
Expense (b)	35		35		70		66
Cash receipts (c)	34		28		68		55
Cash payments (d)	32		30		66		57

(a)The revenue is included in interest expense, net in the accompanying statement of operations and includes approximately $4 million and $9 million for both the three months and sixth months ended June 30, 2024 and 2023, respectively, of accretion income for the amortization of the basis difference adjustment on the Long-term financial assets of variable interest entities.

(b)The expense is included in interest expense, net in the accompanying statement of operations and includes approximately $1 million and $3 million for both the three months an sixth months ended June 30, 2024 and 2023, respectively, of accretion expense for the amortization of the basis difference adjustment on the Long-term nonrecourse financial liabilities of variable interest entities.

(c)The cash receipts are interest received on the Long-term financial assets of variable interest entities.

(d)The cash payments are interest paid on

XML

RETIREMENT PLANS (Tables)

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Net Periodic Pension Expense for Qualified and Nonqualified U.S. Defined Benefit Plans [Table Text Block]

Net periodic pension expense (income) for our qualified and nonqualified U.S. defined benefit plans comprised the following: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Service cost	$	14	$	12	$	27	$	24
Interest cost	112		114		223		230
Expected return on plan assets	(148)		(133)		(296)		(265)
Actuarial loss	20		22		39		46
Amortization of prior service cost	3		6		6		12
Net periodic pension expense (income)	$	1	$	21	$	(1)	$	47

XML

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense Related to Income Tax Benefits [Table Text Block]

tock-based compensation expense and related income tax benefits were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Total stock-based compensation expense (selling and administrative)	$	26	$	(8)	$	35	$	26
Income tax benefits related to stock-based compensation	—		—		13		11

XML

INDUSTRY SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information by Segment [Table Text Block]

Net sales by business segment for the three months and six months ended June 30, 2024 and 2023 were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Industrial Packaging	$	3,931	$	3,884	$	7,739	$	7,967
Global Cellulose Fibers	717		698		1,421		1,509
Corporate and Intersegment Sales	86		100		193		226
Net Sales	$	4,734	$	4,682	$	9,353	$	9,702

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

Operating profit (loss) by business segment for the three months and six months ended June 30, 2024 and 2023 were as follows: 

	Three Months Ended June 30,				Six Months Ended June 30,
In millions	2024		2023		2024		2023
Industrial Packaging	$	291	$	304	$	507	$	626
Global Cellulose Fibers	31		30		(16)		14
Business Segment Operating Profit (Loss)	$	322	$	334	$	491	$	640
Net Earnings (Loss) From Continuing Operations	$	498	$	222	$	554	$	394
Add back (deduct):
Income tax provision (benefit)	(293)		33		(266)		81
Equity (earnings) loss, net of taxes	1		—		3		1
Earnings (loss) from continuing operations before income taxes and equity earnings	206		255		291		476
Interest expense, net	55		59		101		121
Adjustment for less than wholly owned subsidiaries	(1)		—		(3)		—
Corporate expenses, net	23		8		47		16
Corporate net special items	54		—		74		—
Business net special items	(5)		—		3		—
Non-operating pension expense (income)	(10)		12		(22)		27
Business Segment Operating Profit (Loss)	$	322	$	334	$	491	$	640

XML

REVENUE RECOGNITION Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 4,734	$ 4,682	$ 9,353	$ 9,702
Intersegment Eliminations [Member]
Disaggregation of Revenue [Line Items]
Net sales	(25)	(17)	(51)	(49)
North American Industrial Packaging
Disaggregation of Revenue [Line Items]
Net sales	3,628	3,550	7,114	7,274
EMEA Industrial Packaging
Disaggregation of Revenue [Line Items]
Net sales	328	351	676	742
Global Cellulose Fibers
Disaggregation of Revenue [Line Items]
Net sales	717	698	1,421	1,509
Corporate and Other [Member] | Consolidation, Eliminations
Disaggregation of Revenue [Line Items]
Net sales	86	100	193	226
United States
Disaggregation of Revenue [Line Items]
Net sales	4,154	4,021	8,150	8,332
United States | Consolidation, Eliminations
Disaggregation of Revenue [Line Items]
Net sales	86	100	193	226
EMEA
Disaggregation of Revenue [Line Items]
Net sales	345	377	713	793
EMEA | Consolidation, Eliminations
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Pacific Rim and Asia
Disaggregation of Revenue [Line Items]
Net sales	50	63	98	127
Pacific Rim and Asia | Consolidation, Eliminations
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Americas, other than U.S.
Disaggregation of Revenue [Line Items]
Net sales	185	221	392	450
Americas, other than U.S. | Consolidation, Eliminations
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Industrial Packaging
Disaggregation of Revenue [Line Items]
Net sales	3,931	3,884	7,739	7,967
Industrial Packaging | Geography Eliminations [Member]
Disaggregation of Revenue [Line Items]
Net sales	3,931	3,884	7,739	7,967
Industrial Packaging | Operating Segments [Member]
Disaggregation of Revenue [Line Items]
Net sales	3,931	3,884	7,739	7,967
Industrial Packaging | Intersegment Eliminations [Member]
Disaggregation of Revenue [Line Items]
Net sales	(25)	(17)	(51)	(49)
Industrial Packaging | North American Industrial Packaging
Disaggregation of Revenue [Line Items]
Net sales	3,628	3,550	7,114	7,274
Industrial Packaging | EMEA Industrial Packaging
Disaggregation of Revenue [Line Items]
Net sales	328	351	676	742
Industrial Packaging | United States
Disaggregation of Revenue [Line Items]
Net sales	3,399	3,305	6,638	6,760
Industrial Packaging | EMEA
Disaggregation of Revenue [Line Items]
Net sales	328	351	676	742
Industrial Packaging | Pacific Rim and Asia
Disaggregation of Revenue [Line Items]
Net sales	19	7	33	15
Industrial Packaging | Americas, other than U.S.
Disaggregation of Revenue [Line Items]
Net sales	185	221	392	450
Global Cellulose Fibers
Disaggregation of Revenue [Line Items]
Net sales	717	698	1,421	1,509
Global Cellulose Fibers | Geography Eliminations [Member]
Disaggregation of Revenue [Line Items]
Net sales	717	698	1,421	1,509
Global Cellulose Fibers | Operating Segments [Member]
Disaggregation of Revenue [Line Items]
Net sales	717	698	1,421	1,509
Global Cellulose Fibers | Global Cellulose Fibers
Disaggregation of Revenue [Line Items]
Net sales	717	698	1,421	1,509
Global Cellulose Fibers | United States
Disaggregation of Revenue [Line Items]
Net sales	669	616	1,319	1,346
Global Cellulose Fibers | EMEA
Disaggregation of Revenue [Line Items]
Net sales	17	26	37	51
Global Cellulose Fibers | Pacific Rim and Asia
Disaggregation of Revenue [Line Items]
Net sales	31	56	65	112
Global Cellulose Fibers | Americas, other than U.S.
Disaggregation of Revenue [Line Items]
Net sales	0	0	0	0
Corporate and Other [Member] | Consolidation, Eliminations
Disaggregation of Revenue [Line Items]
Net sales	$ 86	$ 100	$ 193	$ 226

XML

REVENUE RECOGNITION Contract Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023	Apr. 01, 2021
Revenue from Contract with Customer [Abstract]
Contract with Customer, Liability, Current	$ 17	$ 32
Contract with Customer, Liability	$ 88	$ 92	$ 115

XML

EQUITY (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Beginning Balance	$ 8,257,000,000	$ 8,389,000,000	$ 8,355,000,000	$ 8,497,000,000
Issuance of stock for various plans, net	27,000,000	(8,000,000)	49,000,000	38,000,000
Repurchase of stock		(40,000,000)	(22,000,000)	(219,000,000)
Common stock dividends	(165,000,000)	(163,000,000)	(326,000,000)	(324,000,000)
Comprehensive Income (Loss)	476,000,000	226,000,000	539,000,000	412,000,000
Ending Balance	$ 8,595,000,000	$ 8,404,000,000	$ 8,595,000,000	$ 8,404,000,000
Common Stock, Dividends, Per Share, Declared	$ 0.4625	$ 0.4625	$ 0.9250	$ 0.9250
Common Stock Issued
Stockholders' Equity Attributable to Parent	$ 449,000,000	$ 449,000,000	$ 449,000,000	$ 449,000,000	$ 449,000,000	$ 449,000,000	$ 449,000,000	$ 449,000,000
Paid-in Capital
Stockholders' Equity Attributable to Parent	4,688,000,000	4,688,000,000	4,688,000,000	4,688,000,000	4,663,000,000	4,730,000,000	4,699,000,000	4,725,000,000
Issuance of stock for various plans, net	25,000,000	(11,000,000)	(42,000,000)	(37,000,000)
Retained Earnings
Stockholders' Equity Attributable to Parent	9,719,000,000	9,938,000,000	9,719,000,000	9,938,000,000	9,386,000,000	9,491,000,000	9,866,000,000	9,855,000,000
Common stock dividends	(165,000,000)	(163,000,000)	(326,000,000)	(324,000,000)
Comprehensive income (loss)	498,000,000	235,000,000	554,000,000	407,000,000
Accumulated Other Comprehensive Income (Loss)
Stockholders' Equity Attributable to Parent	(1,580,000,000)	(1,920,000,000)	(1,580,000,000)	(1,920,000,000)	(1,558,000,000)	(1,565,000,000)	(1,911,000,000)	(1,925,000,000)
Comprehensive income (loss)	(22,000,000)	(9,000,000)	(15,000,000)	5,000,000
Common Stock Held In Treasury, At Cost
Stockholders' Equity Attributable to Parent	4,681,000,000	4,751,000,000	4,681,000,000	4,751,000,000	$ 4,683,000,000	$ 4,750,000,000	$ 4,714,000,000	$ 4,607,000,000
Issuance of stock for various plans, net	$ (2,000,000)	(3,000,000)	(91,000,000)	(75,000,000)
Repurchase of stock		$ 40,000,000	$ 22,000,000	$ 219,000,000

XML

EQUITY Phantom (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Common Stock, Dividends, Per Share, Declared	$ 0.4625	$ 0.4625	$ 0.9250	$ 0.9250

XML

OTHER COMPREHENSIVE INCOME Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period			$ (1,565)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	$ (17)	$ (21)	(34)	$ (44)
Balance at end of period	(1,580)	(1,920)	(1,580)	(1,920)
Defined Benefit Pension and Postretirement Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(1,259)	(1,172)	(1,276)	(1,195)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	17	21	34	44
Balance at end of period	(1,242)	(1,151)	(1,242)	(1,151)
Change in Cumulative Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(291)	(731)	(281)	(722)
Other comprehensive income (loss) before reclassifications	(39)	(30)	(49)	(39)
Balance at end of period	(330)	(761)	(330)	(761)
Net Gains and Losses on Cash Flow Hedging Derivatives
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	(8)	(8)	(8)	(8)
Balance at end of period	$ (8)	$ (8)	$ (8)	$ (8)

XML

OTHER COMPREHENSIVE INCOME Schedule of Reclassifications Out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024		Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	$ (17)		$ (21)		$ (34)	$ (44)
Prior-service costs | Net periodic defined benefits expense (reversal of expense), excluding service cost component
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification from accumulated other comprehensive income, current period, before tax	(3)	[1]	(6)	[1]	(6)	(12)
Actuarial gains (losses) | Net periodic defined benefits expense (reversal of expense), excluding service cost component
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification from accumulated other comprehensive income, current period, before tax	(20)	[1]	(22)	[1]	(39)	(46)
Accumulated defined benefit plans adjustment including portion attributable to noncontrolling interest
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassification from accumulated other comprehensive income, current period, before tax	(23)		(28)		(45)	(58)
Reclassification from AOCI, Current Period, Tax	6		7		11	14
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	$ (17)		$ (21)		$ (34)	$ (44)

[1] These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 17 for additional details).

XML

EARNINGS PER SHARE ATTRIBUTABLE TO INTERNATIONAL PAPER COMPANY COMMON SHAREHOLDERS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings (loss) from continuing operations	$ 498	$ 222	$ 554	$ 394
Weighted average common shares outstanding	347.3	346.2	347.0	347.7
Restricted performance share plan	5.5	0.3	5.7	1.8
Weighted average common shares outstanding – assuming dilution	352.8	346.5	352.7	349.5
Basic earnings (loss) per share from continuing operations	$ 1.43	$ 0.64	$ 1.59	$ 1.13
Diluted earnings (loss) per share from continuing operations	$ 1.41	$ 0.64	$ 1.57	$ 1.12

XML

Restructuring and Related Activities (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net	$ 0		$ 0	$ 3	$ 0
North American Industrial Packaging
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges, net		$ 3

XML

ACQUISITIONS (Details) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
	Apr. 16, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Business Acquisition [Line Items]
Business Combination, Acquisition Related Costs		$ 17	$ 22
DS Smith Plc
Business Acquisition [Line Items]
Business Acquisition, Share Price-Pence per Share	415
Business Acquisition, Share Price | $ / shares	$ 40.85
Foreign Currency Exchange Rate, Remeasurement	1.2645
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	0.1285
Pro forma ownership - IP	66.30%
Pro-forma ownership percent - DS Smith	33.70%
Business Combination, Price of Acquisition, Expected	$ 9,900

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Accounts and Notes Receivable (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts and Financing Receivable, after Allowance for Credit Loss, Current	$ 3,197	$ 3,059
Trade (less allowances of $30 in 2024 and $34 in 2023)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts and Financing Receivable, after Allowance for Credit Loss, Current	2,915	2,841
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts and Financing Receivable, after Allowance for Credit Loss, Current	$ 282	$ 218

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Accounts and Notes Receivable Allowances Phantom (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for doubtful accounts	$ 30	$ 34

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Inventories by Major Category (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Inventory [Line Items]
Raw materials	$ 203	$ 229
Finished pulp, paper and packaging	857	975
Operating supplies	623	622
Other	45	63
Total	$ 1,728	$ 1,889

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Interest Income and Expense (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Supplemental Income Statement Elements [Abstract]
Interest expense	$ 107	$ 103	$ 216	$ 206
Interest income	52	44	115	85
Capitalized interest costs	$ 6	$ 6	$ 8	$ 11

XML

SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Temporary investments	$ 862		$ 862		$ 950
Accumulated depreciation	19,900		19,900		19,600
Depreciation expense	251	$ 235	519	$ 467
Accounts Payable, Other	63		63		141
Supplier Finance Program, Obligation	110		110		122
Interest payments			222	$ 240
Asset retirement obligation	$ 104		$ 104		$ 103

XML

LEASES Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions		Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease, right-of-use asset		$ 439	$ 448
Finance lease, right-of-use asset	[1]	42	47
Lease asset, total		481	495
Operating lease, liability, current		151	153
Finance lease, liability, current		11	11
Operating lease, liability, noncurrent		299	312
Finance lease, liability, noncurrent		40	44
Lease liability, total		$ 501	$ 520

[1] Finance leases are recorded net of accumulated amortization of $70 million and $67 million as of June 30, 2024 and December 31, 2023, respectively.

XML

LEASES Schedule of Supplemental Balance Sheet Information Footnotes (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Finance Lease, Right-of-Use Asset, Accumulated Amortization	$ 70	$ 67

XML

LEASES Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease, Cost	$ 79	$ 73	$ 158	$ 148
Maximum [Member]
Lessee, operating and financing leases, remaining lease term			29 years

XML

EQUITY METHOD INVESTMENTS ILIM Transactions (Details) - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
EQUITY METHOD INVESTMENTS ILIM Transactions (Details) [Line Items]
Equity Earnings	$ (1)		$ 0		$ (3)	$ (1)
Income tax provision (benefit)	(293)		33		(266)	81
Discontinued operations, net of taxes	$ 0	$ (27)	13	$ 0	0	13
Equity method dividends received		0	13	0	$ 0	13
Ilim Holding | Reportable Subsegments
EQUITY METHOD INVESTMENTS ILIM Transactions (Details) [Line Items]
Equity Earnings		23	46	43		89
Impairment Charges		59	33	43		76
Income tax provision (benefit)		$ (9)	$ 0	$ 0		$ 0

XML

EQUITY METHOD INVESTMENTS Narrative (Details) $ in Millions	3 Months Ended
	Dec. 31, 2023 USD ($)
Ilim Holding
Schedule of Equity Method Investments [Line Items]
Reclassification from accumulated other comprehensive income, current period, before tax	$ 517
Proceeds from Divestiture of Businesses and Interests in Affiliates	484
Divestiture, Transaction Costs	36
Ilim JSC Group
Schedule of Equity Method Investments [Line Items]
Proceeds from Divestiture of Businesses and Interests in Affiliates	$ 24
Reportable Subsegments | Ilim Holding
Schedule of Equity Method Investments [Line Items]
Percentage of equity interest	50.00%
Reportable Subsegments | Ilim JSC Group
Schedule of Equity Method Investments [Line Items]
Percentage of equity interest	2.39%

XML

GOODWILL AND OTHER INTANGIBLES Changes in Goodwill Balances (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Goodwill [Line Items]
Goodwill, Gross	$ 3,464	$ 3,465
Goodwill, Impaired, Accumulated Impairment Loss	(424)	(424)
Goodwill	3,040	3,041
Currency translation and other	(1)
Industrial Packaging
Goodwill [Line Items]
Goodwill, Gross	3,412	3,413
Goodwill, Impaired, Accumulated Impairment Loss	(372)	(372)
Goodwill	3,040	3,041
Currency translation and other	(1)
Global Cellulose Fibers
Goodwill [Line Items]
Goodwill, Gross	52	52
Goodwill, Impaired, Accumulated Impairment Loss	(52)	(52)
Goodwill	0	$ 0
Currency translation and other	$ 0

XML

GOODWILL AND OTHER INTANGIBLES Identifiable Intangible Assets (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 690	$ 693
Accumulated Amortization	526	510
Net Intangible Assets	164	183
Customer relationships and lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	492	494
Accumulated Amortization	348	335
Net Intangible Assets	144	159
Tradenames, patents and trademarks, and developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	170	170
Accumulated Amortization	158	154
Net Intangible Assets	12	16
Land and water rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8	8
Accumulated Amortization	2	2
Net Intangible Assets	6	6
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	20	21
Accumulated Amortization	18	19
Net Intangible Assets	$ 2	$ 2

XML

GOODWILL AND OTHER INTANGIBLES Amortization Expense of Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense related to intangible assets	$ 9	$ 9	$ 19	$ 18

XML

INCOME TAXES Narrative (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023
Income tax payments, net of refunds		$ 153	$ 215
Decrease in Unrecognized Tax Benefits is Reasonably Possible	$ 4	$ 4
Deferred Income Taxes and Tax Credits	$ 338

XML

COMMITMENTS AND CONTINGENCIES Environmental Remediation Obligations (Details) - USD ($)	3 Months Ended
	Jun. 30, 2024	Dec. 31, 2022	Jun. 30, 2021	Mar. 31, 2020	Jun. 30, 2018	Dec. 31, 2017	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2023	Dec. 31, 2020	Jun. 30, 2011
Loss Contingencies [Line Items]
Accrual for environmental loss contingencies	$ 270,000,000								$ 251,000,000
Liability for Asbestos and Environmental Claims, Net	112,000,000								97,000,000
Remedial Design Percentage		90.00%	100.00%
Cass Lake, Minnesota
Loss Contingencies [Line Items]
Accrual for environmental loss contingencies	45,000,000								46,000,000		$ 46,000,000
Kalamazoo River Superfund Site
Loss Contingencies [Line Items]
Proposed consent decree, value of remediation payments										$ 100,000,000
Proposed consent decree, value of labor performed										$ 136,000,000
Liability for Asbestos and Environmental Claims, Net	20,000,000								27,000,000
Liability for Asbestos and Environmental Claims, Net, Period Increase (Decrease)		$ 27,000,000
Kalamazoo River Superfund Site | Time Critical Removal Action
Loss Contingencies [Line Items]
Loss contingency, damages sought, value							$ 37,000,000	$ 19,000,000
Kalamazoo River Superfund Site | Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC Cost Recovery Action
Loss Contingencies [Line Items]
Loss contingency, damages sought, value						$ 79,000,000
Responsible party percentage					15.00%
Loss Contingency, damages awarded, value					$ 50,000,000
San Jacinto River Superfund Site
Loss Contingencies [Line Items]
Loss contingency, damages sought, value						115,000,000
Responsible party percentage				50.00%
Liability for Asbestos and Environmental Claims, Net	98,000,000								83,000,000
San Jacinto River Superfund Site | Northern impoundment [Member]
Loss Contingencies [Line Items]
Liability for Asbestos and Environmental Claims, Net				$ 55,000,000		$ 105,000,000
Liability for Asbestos and Environmental Claims, Net, Period Increase (Decrease)	25,000,000	$ 21,000,000
San Jacinto River Superfund Site | Southern Impoundment [Member]
Loss Contingencies [Line Items]
Liability for Asbestos and Environmental Claims, Net				$ 10,000,000
Versailles Pond
Loss Contingencies [Line Items]
Liability for Asbestos and Environmental Claims, Net	$ 30,000,000								$ 30,000,000

XML

COMMITMENTS AND CONTINGENCIES (Details) € in Millions, $ in Millions		3 Months Ended			6 Months Ended
	Jan. 16, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2020	Jun. 30, 2019	Jun. 30, 2024 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2019 EUR (€)
Italian Competition Authority [Member]
Loss Contingencies [Line Items]
Potentially Responsible Parties				30
Loss Contingency Accrual							$ 31.0	€ 29
San Jacinto River Superfund Site
Loss Contingencies [Line Items]
Responsible party percentage			50.00%
Secretariat of the Federal Revenue Bureau of Brazil [Member]
Loss Contingencies [Line Items]
Loss Contingency Accrual		$ 48.0			$ 48.0	$ 48.0
Income tax examination, estimate of possible loss		105.0			$ 354.0
Income tax examination, penalties and interest expense	$ 249.0
Responsible party percentage-Sylvamo					40.00%
Responsible party percentage					60.00%
Shared Tax Assessment Payment		$ 300.0			$ 300.0

XML

VARIABLE INTEREST ENTITIES Activity Between Company and Entities (Details) - 2007 Financing Entities - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2024		Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
Variable Interest Entity [Line Items]
Revenue	$ 38	[1]	$ 36	[1]	$ 77	$ 69
Expense	35	[2]	35	[2]	70	66
Cash receipts	34	[3]	28	[3]	68	55
Cash payments	$ 32	[4]	$ 30	[4]	$ 66	$ 57

[1] The revenue is included in interest expense, net in the accompanying statement of operations and includes approximately $4 million and $9 million for both the three months and sixth months ended June 30, 2024 and 2023, respectively, of accretion income for the amortization of the basis difference adjustment on the Long-term financial assets of variable interest entities.

[2] The expense is included in interest expense, net in the accompanying statement of operations and includes approximately $1 million and $3 million for both the three months an sixth months ended June 30, 2024 and 2023, respectively, of accretion expense for the amortization of the basis difference adjustment on the Long-term nonrecourse financial liabilities of variable interest entities.

[3] The cash receipts are interest received on the Long-term financial assets of variable interest entities.

[4] The cash payments are interest paid on Long-term nonrecourse financial liabilities of variable interest entities.

XML

VARIABLE INTEREST ENTITIES Activity Between Company and Entities Footnotes (Details) - 2007 Financing Entities - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Variable Interest Entity [Line Items]
Accretion income for amortization of purchase accounting adjustment, financial assets	$ 4	$ 4	$ 9	$ 9
Accretion expense for amortization of purchase accounting adjustment, financial liabiities	$ 1	$ 1	$ 3	$ 3

XML

VARIABLE INTEREST ENTITIES Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Variable Interest Entity [Line Items]
Other Liabilities			$ 1,099		$ 1,095
Income Taxes Paid, Net			(153)	$ (215)
Interest payments			222	$ 240
2015 Financing Entities
Variable Interest Entity [Line Items]
Income Taxes Paid					252
Interest Paid, Excluding Capitalized Interest, Operating Activities					$ 58
Tax Adjustments, Settlements, and Unusual Provisions		$ 252
Income Taxes Paid, Net	$ 163
Interest payments	$ 30
2007 Financing Entities
Variable Interest Entity [Line Items]
Notes receivable, fair value disclosure			2,400
Long-term debt, fair value			2,100
Assets, Noncurrent			2,400
Other Liabilities			$ 2,100

XML

DEBT Narrative (Details) $ in Millions	3 Months Ended
	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 1,900
Minimum Net Worth Required for Compliance	9,000
Debt and capital lease obligations	5,600
Debt fair value	5,200
Commercial Paper	0
Repayments of Debt	$ 5	$ 3
Minimum [Member]
Debt Instrument [Line Items]
Ratio of Indebtedness to Net Capital	0.60
Commercial Paper
Debt Instrument [Line Items]
Revolving credit facilities available	$ 1,000
Revolving Credit Facility [Member] | Committed Facility
Debt Instrument [Line Items]
Revolving credit facilities available	1,400		$ 1,500
Receivables Securitization Program [Member] | Uncommitted Facility
Debt Instrument [Line Items]
Revolving credit facilities available	$ 500

XML

RETIREMENT PLANS Net Periodic Pension Expense for Qualified and Nonqualified U.S. Defined Benefit Plans (Details) - U.S. plans - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 14	$ 12	$ 27	$ 24
Interest cost	112	114	223	230
Expected return on plan assets	(148)	(133)	(296)	(265)
Actuarial loss	20	22	39	46
Amortization of prior service cost	3	6	6	12
Net periodic pension expense (income)	$ 1	$ 21	$ (1)	$ 47

XML

RETIREMENT PLANS Narrative (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Pension plan contributions	$ 0	$ 0
Non Qualified
Defined Benefit Plan Disclosure [Line Items]
Benefits paid	$ 11

XML

STOCK-BASED COMPENSATION Schedule of Stock-Based Compensation Expense Related to Income Tax Benefits (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Income tax benefits related to stock-based compensation	$ 0	$ 0	$ 13	$ 11
Selling, General and Administrative Expenses [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense (selling and administrative)	$ 26	$ (8)	$ 35	$ 26

XML

STOCK-BASED COMPENSATION Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2024	May 13, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost related to unvested restricted performance shares, executive continuity awards and restricted stock attributable to future performance, net of estimated forfeitures	$ 103
Compensation cost related to unvested restricted performance shares, executive continuity awards and restricted stock attributable to future performance, net of estimated forfeitures, weighted-average period (in years)	1 year 7 months 6 days
Common Stock Issued
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, No Par Value		$ 1.00
Stock Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant under ICP	9,200,000	9,250,000
Restricted performance share plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, nonvested shares / units	2,000,000.0
Granted, nonvested, weighted average grant date fair value	$ 35.25
Time-based Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, nonvested shares / units	1,400,000
Granted, nonvested, weighted average grant date fair value	$ 36.15

XML

INDUSTRY SEGMENT INFORMATION Sales by Industry Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Net sales	$ 4,734	$ 4,682	$ 9,353	$ 9,702
Global Cellulose Fibers [Member]
Segment Reporting Information [Line Items]
Net sales	717	698	1,421	1,509
Industrial Packaging
Segment Reporting Information [Line Items]
Net sales	3,931	3,884	7,739	7,967
Global Cellulose Fibers [Member]
Segment Reporting Information [Line Items]
Net sales	717	698	1,421	1,509
Global Cellulose Fibers [Member] | Global Cellulose Fibers [Member]
Segment Reporting Information [Line Items]
Net sales	717	698	1,421	1,509
Corporate and Other [Member] | Consolidation, Eliminations
Segment Reporting Information [Line Items]
Net sales	$ 86	$ 100	$ 193	$ 226

XML

INDUSTRY SEGMENT INFORMATION Operating Profit by Industry Segment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit	$ 322	$ 334	$ 491	$ 640
Earnings (Loss) From Continuing Operations	498	222	554	394
Income tax provision (benefit)	(293)	33	(266)	81
Equity Earnings	1	0	3	1
Earnings (loss) from continuing operations before income taxes and equity earnings	206	255	291	476
Interest expense, net	55	59	101	121
Noncontrolling Interest in Net Income (Loss) Other Noncontrolling Interests, Redeemable	(1)	0	(3)	0
Corporate expenses, net	23	8	47	16
Corporate net special items	54	0	74	0
SegmentReportingInformationBusinessSpecialItems	(5)	0	3	0
Non-operating pension expense (income)	(10)	12	(22)	27
Industrial Packaging
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit	291	304	507	626
Global Cellulose Fibers
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating profit	$ 31	$ 30	$ (16)	$ 14