Table of Contents
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 March 31, 20232024
 
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 York13-0872805
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)
6400 Poplar Avenue, Memphis, Tennessee38197
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (901) 419-7000419-9000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common SharesIPNew 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 filerAccelerated filer
Non-accelerated filerSmaller 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 April 21, 202319, 2024 was 347,056,943.347,332,324.


Table of Contents
INDEX
 
  PAGE NO.
Condensed Consolidated Statement of Operations - Three Months Ended March 31, 20232024 and 20222023
Condensed Consolidated Statement of Comprehensive Income - Three Months Ended March 31, 20232024 and 20222023
Condensed Consolidated Balance Sheet - March 31, 20232024 and December 31, 20222023
Condensed Consolidated Statement of Cash Flows - Three Months Ended March 31, 20232024 and 20222023



Table of Contents
PART I. FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS

INTERNATIONAL PAPER COMPANY
Condensed Consolidated Statement of Operations
(Unaudited)
(In millions, except per share amounts)
Three Months Ended
March 31,
20232022
Net SalesNet Sales$5,020 $5,237 
Net Sales
Net Sales
Costs and Expenses
Costs and Expenses
Costs and ExpensesCosts and Expenses
Cost of products soldCost of products sold3,642 3,839 
Cost of products sold
Cost of products sold
Selling and administrative expenses
Selling and administrative expenses
Selling and administrative expensesSelling and administrative expenses381 341 
Depreciation, amortization and cost of timber harvestedDepreciation, amortization and cost of timber harvested241 261 
Depreciation, amortization and cost of timber harvested
Depreciation, amortization and cost of timber harvested
Distribution expenses
Distribution expenses
Distribution expensesDistribution expenses422 424 
Taxes other than payroll and income taxesTaxes other than payroll and income taxes36 36 
Net (gains) losses on mark to market investments (46)
Taxes other than payroll and income taxes
Taxes other than payroll and income taxes
Restructuring and other charges, net
Restructuring and other charges, net
Restructuring and other charges, net
Net (gains) losses on sales of fixed assets
Net (gains) losses on sales of fixed assets
Net (gains) losses on sales of fixed assets
Interest expense, net
Interest expense, net
Interest expense, netInterest expense, net62 69 
Non-operating pension expense (income)Non-operating pension expense (income)15 (49)
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings221 362 
Non-operating pension expense (income)
Non-operating pension expense (income)
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings (Loss)
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings (Loss)
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings (Loss)
Income tax provision (benefit)
Income tax provision (benefit)
Income tax provision (benefit)Income tax provision (benefit)48 95 
Equity earnings (loss), net of taxesEquity earnings (loss), net of taxes(1)— 
Equity earnings (loss), net of taxes
Equity earnings (loss), net of taxes
Earnings (Loss) From Continuing Operations
Earnings (Loss) From Continuing Operations
Earnings (Loss) From Continuing OperationsEarnings (Loss) From Continuing Operations$172 $267 
Discontinued operations, net of taxesDiscontinued operations, net of taxes 93 
Discontinued operations, net of taxes
Discontinued operations, net of taxes
Net Earnings (Loss)
Net Earnings (Loss)
Net Earnings (Loss)Net Earnings (Loss)$172 $360 
Basic Earnings (Loss) Per ShareBasic Earnings (Loss) Per Share
Basic Earnings (Loss) Per Share
Basic Earnings (Loss) Per Share
Earnings (loss) from continuing operations
Earnings (loss) from continuing operations
Earnings (loss) from continuing operationsEarnings (loss) from continuing operations$0.49 $0.71 
Discontinued operations, net of taxesDiscontinued operations, net of taxes 0.25 
Discontinued operations, net of taxes
Discontinued operations, net of taxes
Net earnings (loss)
Net earnings (loss)
Net earnings (loss)Net earnings (loss)$0.49 $0.96 
Diluted Earnings (Loss) Per ShareDiluted Earnings (Loss) Per Share
Diluted Earnings (Loss) Per Share
Diluted Earnings (Loss) Per Share
Earnings (loss) from continuing operations
Earnings (loss) from continuing operations
Earnings (loss) from continuing operationsEarnings (loss) from continuing operations$0.49 $0.70 
Discontinued operations, net of taxesDiscontinued operations, net of taxes 0.25 
Discontinued operations, net of taxes
Discontinued operations, net of taxes
Net earnings (loss)
Net earnings (loss)
Net earnings (loss)Net earnings (loss)$0.49 $0.95 
Average Shares of Common Stock Outstanding – assuming dilutionAverage Shares of Common Stock Outstanding – assuming dilution353.3 379.2 
Average Shares of Common Stock Outstanding – assuming dilution
Average Shares of Common Stock Outstanding – assuming dilution
The accompanying notes are an integral part of these condensed financial statements.

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INTERNATIONAL PAPER COMPANY
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
(In millions)
 
Three Months Ended
March 31,
20232022
Net Earnings (Loss)Net Earnings (Loss)$172 $360 
Net Earnings (Loss)
Net Earnings (Loss)
Other Comprehensive Income (Loss), Net of Tax:
Other Comprehensive Income (Loss), Net of Tax:
Other Comprehensive Income (Loss), Net of Tax:Other Comprehensive Income (Loss), Net of Tax:
Amortization of pension and post-retirement prior service costs and net loss:Amortization of pension and post-retirement prior service costs and net loss:
Amortization of pension and post-retirement prior service costs and net loss:
Amortization of pension and post-retirement prior service costs and net loss:
U.S. plans
U.S. plans
U.S. plansU.S. plans23 20 
Change in cumulative foreign currency translation adjustmentChange in cumulative foreign currency translation adjustment(9)(48)
Change in cumulative foreign currency translation adjustment
Change in cumulative foreign currency translation adjustment
Total Other Comprehensive Income (Loss), Net of Tax
Total Other Comprehensive Income (Loss), Net of Tax
Total Other Comprehensive Income (Loss), Net of TaxTotal Other Comprehensive Income (Loss), Net of Tax14 (28)
Comprehensive Income (Loss)Comprehensive Income (Loss)186 332 
Comprehensive Income (Loss)
Comprehensive Income (Loss)
The accompanying notes are an integral part of these condensed financial statements.

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INTERNATIONAL PAPER COMPANY
Condensed Consolidated Balance Sheet
(In millions)
March 31,
2023
December 31,
2022
March 31,
2024
March 31,
2024
December 31,
2023
(unaudited)  (unaudited) 
AssetsAssets
Current AssetsCurrent Assets
Current Assets
Current Assets
Cash and temporary investmentsCash and temporary investments$636 $804 
Restricted cash72 — 
Cash and temporary investments
Cash and temporary investments
Accounts and notes receivable, netAccounts and notes receivable, net3,196 3,284 
Contract assetsContract assets533 481 
InventoriesInventories1,939 1,942 
Assets held for sale90 133 
Other current assetsOther current assets149 126 
Total Current AssetsTotal Current Assets6,615 6,770 
Plants, Properties and Equipment, netPlants, Properties and Equipment, net10,453 10,431 
InvestmentsInvestments187 186 
Long-Term Financial Assets of Variable Interest Entities (Note 14)Long-Term Financial Assets of Variable Interest Entities (Note 14)2,298 2,294 
GoodwillGoodwill3,042 3,041 
Overfunded Pension Plan AssetsOverfunded Pension Plan Assets305 297 
Right of Use AssetsRight of Use Assets422 424 
Deferred Charges and Other AssetsDeferred Charges and Other Assets449 497 
Total AssetsTotal Assets$23,771 $23,940 
Liabilities and EquityLiabilities and Equity
Current LiabilitiesCurrent Liabilities
Current Liabilities
Current Liabilities
Notes payable and current maturities of long-term debt
Notes payable and current maturities of long-term debt
Notes payable and current maturities of long-term debtNotes payable and current maturities of long-term debt$367 $763 
Accounts payableAccounts payable2,541 2,708 
Accrued payroll and benefitsAccrued payroll and benefits350 355 
Other current liabilitiesOther current liabilities1,008 1,174 
Total Current LiabilitiesTotal Current Liabilities4,266 5,000 
Long-Term DebtLong-Term Debt5,471 4,816 
Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 14)Long-Term Nonrecourse Financial Liabilities of Variable Interest Entities (Note 14)2,108 2,106 
Deferred Income TaxesDeferred Income Taxes1,738 1,732 
Underfunded Pension Benefit ObligationUnderfunded Pension Benefit Obligation283 281 
Postretirement and Postemployment Benefit ObligationPostretirement and Postemployment Benefit Obligation145 150 
Long-Term Lease ObligationsLong-Term Lease Obligations286 283 
Other LiabilitiesOther Liabilities1,085 1,075 
EquityEquity
Common stock, $1 par value, 2023 – 448.9 shares and 2022 – 448.9 shares449 449 
Common stock, $1 par value, 2024 – 448.9 shares and 2023 – 448.9 shares
Common stock, $1 par value, 2024 – 448.9 shares and 2023 – 448.9 shares
Common stock, $1 par value, 2024 – 448.9 shares and 2023 – 448.9 shares
Paid-in capitalPaid-in capital4,699 4,725 
Retained earningsRetained earnings9,866 9,855 
Accumulated other comprehensive lossAccumulated other comprehensive loss(1,911)(1,925)
13,103 13,104 
Less: Common stock held in treasury, at cost, 2023 – 101.9 shares and 2022 – 98.6 shares4,714 4,607 
12,940
Less: Common stock held in treasury, at cost, 2024 – 101.6 shares and 2023 – 102.9 shares
Total EquityTotal Equity8,389 8,497 
Total Liabilities and EquityTotal Liabilities and Equity$23,771 $23,940 
The accompanying notes are an integral part of these condensed financial statements.

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INTERNATIONAL PAPER COMPANY
Condensed Consolidated Statement of Cash Flows
(Unaudited)
(In millions)
Three Months Ended
March 31,
Three Months Ended
March 31,
20232022 20242023
Operating ActivitiesOperating Activities
Net earnings (loss)Net earnings (loss)$172 $360 
Net earnings (loss)
Net earnings (loss)
Depreciation, amortization and cost of timber harvestedDepreciation, amortization and cost of timber harvested241 261 
Deferred income tax provision (benefit), netDeferred income tax provision (benefit), net(2)30 
Net (gains) losses on mark to market investments (46)
Restructuring and other charges, net
Net (gains) losses on sales and impairments of equity method investmentsNet (gains) losses on sales and impairments of equity method investments43 — 
Equity method dividends received 204 
Equity (earnings) losses, net(42)(93)
Net (gains) losses on sales of fixed assets
Equity (earnings) losses, net of taxes
Periodic pension (income) expense, netPeriodic pension (income) expense, net26 (28)
Other, netOther, net39 51 
Changes in current assets and liabilitiesChanges in current assets and liabilities
Accounts and notes receivable
Accounts and notes receivable
Accounts and notes receivableAccounts and notes receivable103 (146)
Contract assetsContract assets(52)(114)
InventoriesInventories52 31 
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities(203)89 
Interest payableInterest payable(5)25 
OtherOther(27)(36)
Cash Provided By (Used For) OperationsCash Provided By (Used For) Operations345 588 
Investment ActivitiesInvestment Activities
Invested in capital projects, net of insurance recoveries(341)(185)
Invested in capital projects
Invested in capital projects
Invested in capital projects
Proceeds from sale of fixed assetsProceeds from sale of fixed assets2 
Other
Cash Provided By (Used For) Investment ActivitiesCash Provided By (Used For) Investment Activities(339)(180)
Financing ActivitiesFinancing Activities
Repurchases of common stock and payments of restricted stock tax withholding
Repurchases of common stock and payments of restricted stock tax withholding
Repurchases of common stock and payments of restricted stock tax withholdingRepurchases of common stock and payments of restricted stock tax withholding(177)(428)
Issuance of debtIssuance of debt670 88 
Reduction of debtReduction of debt(413)(3)
Change in book overdraftsChange in book overdrafts(26)(66)
Dividends paidDividends paid(162)(174)
Cash Provided By (Used For) Financing ActivitiesCash Provided By (Used For) Financing Activities(108)(583)
Effect of Exchange Rate Changes on Cash and Temporary Investments and Restricted Cash6 (1)
Change in Cash and Temporary Investments and Restricted Cash(96)(176)
Cash and Temporary Investments and Restricted Cash
Effect of Exchange Rate Changes on Cash and Temporary Investments
Change in Cash and Temporary Investments
Cash and Temporary Investments
Beginning of period
Beginning of period
Beginning of periodBeginning of period804 1,295 
End of periodEnd of period$708 $1,119 

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

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INTERNATIONAL PAPER COMPANY
Condensed Notes to Consolidated Financial Statements
(Unaudited)

NOTE 1 - 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",Paper's," "the Company’s"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 three 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, 20222023 (the "Annual Report"), which have previously been filed with the U.S. Securities and Exchange Commission.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.

Russia-Ukraine Conflict

The military conflict between Russia and Ukraine, including ongoing sanctions, actions by the Russian government, and associated domestic and global economic and geopolitical conditions, has adversely affected and may continue to adversely affect our Ilim joint venture and our businesses, financial condition, results of operations and cash flows. On January 24, 2023, we announced that we have reached an agreement to sell our equity interest in Ilim S.A. ("Ilim") and have also received from the same purchaser an indication of interest to purchase our equity investment in JSC Ilim Group ("Ilim Group" and together with Ilim, the "Ilim joint venture"), however, we cannot be certain if and when the completion of these sales may occur. Our ability to complete such sales is subject to various risks, including (i) purchasers’ inability to obtain necessary regulatory approvals or to finance the purchase pursuant to the terms of the agreement, (ii) adverse actions by the Russian government, and (iii) new or expanded sanctions imposed by the U.S., the United Kingdom, or the European Union or its member countries. We are unable to predict the full impact that Russia’s ongoing invasion of Ukraine, current or potential future sanctions, ongoing or potential disruptions resulting from the conflict, the changing regulatory environment in Russia, negative macroeconomic conditions arising from such conflict, supply chain disruptions, and geopolitical instability and shifts, may have on us or our ability to complete the sale of our interest in the Ilim joint venture.

NOTE 2 - RECENT ACCOUNTING DEVELOPMENTS

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

Reference Rate ReformIncome Taxes

In March 2020,December 2023, the FASB issued ASU 2020-04, "Reference Rate Reform2023-09, "Income Taxes (Topic 848)740): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." This guidance provides companies with optional guidanceImprovements 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 will apply the amendments in this update to account for contract modifications due to changes in reference rates once those occur. We do not expect these amendments to have a material impact on our consolidated financial statements and related disclosures.

Liabilities - Supplier Finance Programs

In September 2022, the FASB issued ASU 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.Income Tax Disclosures." This guidance requires a business entity operating as a buyer in a supplier finance agreementcompanies to disclose qualitativeenhance income tax disclosures, particularly around rate reconciliations and quantitative information about its supplier finance programs.income taxes paid information. This guidance is effective for annual reporting periods beginning after December 15, 2022,2024. Early adoption of these amendments is permitted and interim periods within those years.amendments should be applied prospectively. The Company adoptedis currently evaluating the provisions of this guidance in the first quarter of 2023. See guidance.

Note 8 - Supplemental Financial Information
.




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NOTE 3 - REVENUE RECOGNITION

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 March 31, 2023
Three Months Ended March 31, 2024Three Months Ended March 31, 2024
In millionsIn millionsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotalIn millionsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotal
Primary Geographical Markets (a)Primary Geographical Markets (a)
United StatesUnited States$3,455 $730 $126 $4,311 
EMEA391 25  416 
United States
United States
Europe, Middle East & Africa ("EMEA")
Pacific Rim and AsiaPacific Rim and Asia8 56  64 
Americas, other than U.S.Americas, other than U.S.229   229 
TotalTotal$4,083 $811 $126 $5,020 
Operating SegmentsOperating Segments
Operating Segments
Operating Segments
North American Industrial Packaging
North American Industrial Packaging
North American Industrial PackagingNorth American Industrial Packaging$3,724 $ $— $3,724 
EMEA Industrial PackagingEMEA Industrial Packaging391  — 391 
Global Cellulose FibersGlobal Cellulose Fibers 811 — 811 
Intra-segment Eliminations(32)  (32)
Intrasegment Eliminations
Corporate & Intersegment SalesCorporate & Intersegment Sales  126 126 
TotalTotal$4,083 $811 $126 $5,020 
(a) Net sales are attributed to countries based on the location of the seller.


Three Months Ended March 31, 2022
Three Months Ended March 31, 2023Three Months Ended March 31, 2023
In millionsIn millionsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotalIn millionsIndustrial PackagingGlobal Cellulose FibersCorporate & IntersegmentTotal
Primary Geographical Markets (a)
Primary Geographical Markets (a)
United States
United States
United StatesUnited States$3,761 $662 $120 $4,543 
EMEAEMEA410 30 — 440 
Pacific Rim and AsiaPacific Rim and Asia10 18 29 
Americas, other than U.S.Americas, other than U.S.225 — — 225 
TotalTotal$4,406 $710 $121 $5,237 
Operating SegmentsOperating Segments
Operating Segments
Operating Segments
North American Industrial Packaging
North American Industrial Packaging
North American Industrial PackagingNorth American Industrial Packaging$4,025 $— $— $4,025 
EMEA Industrial PackagingEMEA Industrial Packaging410 — — 410 
Global Cellulose FibersGlobal Cellulose Fibers— 710 — 710 
Intra-segment Eliminations(29)— — (29)
Intrasegment Eliminations
Corporate & Intersegment SalesCorporate & Intersegment Sales— — 121 121 
TotalTotal$4,406 $710 $121 $5,237 
(a) Net sales are attributed to countries based on the location of the seller.








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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 title and risk of loss passes to the customer.

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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 $36$28 million and $38$32 million are included in Other current liabilities in the accompanying condensed consolidated balance sheet as of March 31, 20232024 and December 31, 2022,2023, respectively. The Company also recorded a contract liability of $115 million related to a previous acquisition. The balance of this contract liability was $97$90 million and $99$92 million at March 31, 20232024 and December 31, 2022,2023, 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.

NOTE 4 - EQUITY

A summary of the changes in equity for the three months ended March 31, 20232024 and 20222023 is provided below:

Three Months Ended March 31, 2024
In millions, except per share amountsCommon Stock IssuedPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Common Stock Held In Treasury, At CostTotal
Equity
Balance, January 1$449 $4,730 $9,491 $(1,565)$4,750 $8,355 
Issuance of stock for various plans, net (67)  (89)22 
Repurchase of stock    22 (22)
Common stock dividends
($0.4625 per share)
  (161)  (161)
Comprehensive income (loss)  56 7  63 
Ending Balance, March 31$449 $4,663 $9,386 $(1,558)$4,683 $8,257 

Three Months Ended March 31, 2023
In millions, except per share amountsCommon Stock IssuedPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Common Stock Held In Treasury, At CostTotal
Equity
Balance, January 1$449 $4,725 $9,855 $(1,925)$4,607 $8,497 
Issuance of stock for various plans, net— (26)— — (72)46 
Repurchase of stock— — — — 179 (179)
Common stock dividends
($0.4625 per share)
— — (161)— — (161)
Comprehensive income (loss)— — 172 14 — 186 
Ending Balance, March 31$449 $4,699 $9,866 $(1,911)$4,714 $8,389 

Three Months Ended March 31, 2022
In millions, except per share amountsCommon Stock IssuedPaid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Common Stock Held In Treasury, At CostTotal
Equity
Balance, January 1$449 $4,668 $9,029 $(1,666)$3,398 $9,082 
Issuance of stock for various plans, net— — — (70)72 
Repurchase of stock— — — — 428 (428)
Common stock dividends ($0.4625 per share)— — (171)— — (171)
Comprehensive income (loss)— — 360 (28)— 332 
Ending Balance, March 31$449 $4,670 $9,218 $(1,694)$3,756 $8,887 




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NOTE 5 - OTHER COMPREHENSIVE INCOME

The following table presents changes in Accumulated Other Comprehensive Income (Loss) (AOCI)("AOCI"), net of tax, for the three months ended March 31, 20232024 and 2022:2023:
Three Months Ended
March 31,
In millions20232022
Defined Benefit Pension and Postretirement Adjustments
Balance at beginning of period$(1,195)$(962)
Amounts reclassified from accumulated other comprehensive income23 20 
Balance at end of period(1,172)(942)
Change in Cumulative Foreign Currency Translation Adjustments
Balance at beginning of period(722)(694)
Other comprehensive income (loss) before reclassifications(9)(48)
Balance at end of period(731)(742)
Net Gains and Losses on Cash Flow Hedging Derivatives
Balance at beginning of period(8)(10)
Balance at end of period(8)(10)
Total Accumulated Other Comprehensive Income (Loss) at End of Period$(1,911)$(1,694)

Three Months Ended
March 31,
In millions20242023
Defined Benefit Pension and Postretirement Adjustments
Balance at beginning of period$(1,276)$(1,195)
Amounts reclassified from accumulated other comprehensive income17 23 
Balance at end of period(1,259)(1,172)
Change in Cumulative Foreign Currency Translation Adjustments
Balance at beginning of period(281)(722)
Other comprehensive income (loss) before reclassifications(10)(9)
Balance at end of period(291)(731)
Net Gains and Losses on Cash Flow Hedging Derivatives
Balance at beginning of period(8)(8)
Balance at end of period(8)(8)
Total Accumulated Other Comprehensive Income (Loss) at End of Period$(1,558)$(1,911)

The following table presents details of the reclassifications out of AOCI for the three months ended March 31, 20232024 and 2022:2023:
In millions:Amount Reclassified from Accumulated Other Comprehensive IncomeLocation of Amount Reclassified from AOCI
Three Months Ended
March 31,
20232022
Defined benefit pension and postretirement items:
Prior-service costs$(6)$(5)(a)Non-operating pension expense (income)
Actuarial gains (losses)(24)(22)(a)Non-operating pension expense (income)
Total pre-tax amount(30)(27)
Tax (expense) benefit7 
Net of tax(23)(20)
Total reclassifications for the period$(23)$(20)

In millions:Amount Reclassified from Accumulated Other Comprehensive IncomeLocation of Amount Reclassified from AOCI
Three Months Ended
March 31,
20242023
Defined benefit pension and postretirement items:
Prior-service costs$(3)$(6)(a)Non-operating pension expense (income)
Actuarial gains (losses)(19)(24)(a)Non-operating pension expense (income)
Total pre-tax amount(22)(30)
Tax (expense) benefit5 
Net of tax(17)(23)
Total reclassifications for the period$(17)$(23)

(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see Note 16 for additional details).


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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
March 31,
In millions, except per share amountsIn millions, except per share amounts20232022
In millions, except per share amounts
In millions, except per share amounts
Earnings (loss) from continuing operations
Earnings (loss) from continuing operations
Earnings (loss) from continuing operationsEarnings (loss) from continuing operations$172 $267 
Weighted average common shares outstandingWeighted average common shares outstanding349.3 375.2 
Weighted average common shares outstanding
Weighted average common shares outstanding
Effect of dilutive securities
Effect of dilutive securities
Effect of dilutive securitiesEffect of dilutive securities
Restricted performance share planRestricted performance share plan4.0 4.0 
Restricted performance share plan
Restricted performance share plan
Weighted average common shares outstanding – assuming dilution
Weighted average common shares outstanding – assuming dilution
Weighted average common shares outstanding – assuming dilutionWeighted average common shares outstanding – assuming dilution353.3 379.2 
Basic earnings (loss) per share from continuing operationsBasic earnings (loss) per share from continuing operations$0.49 $0.71 
Basic earnings (loss) per share from continuing operations
Basic earnings (loss) per share from continuing operations
Diluted earnings (loss) per share from continuing operationsDiluted earnings (loss) per share from continuing operations$0.49 $0.70 
Diluted earnings (loss) per share from continuing operations
Diluted earnings (loss) per share from continuing operations


On October 1, 2021, the Company completed the previously announced spin-off of its Printing Papers segment along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly-traded company, Sylvamo Corporation. The transaction was implemented through the distribution of shares of the standalone company to International Paper's shareholders (the "Distribution"). The Company retained 19.9% of the shares of Sylvamo at the time of the separation and this investment is discussed further in 2024:Note 8 - Supplementary Financial Statement Information. As a result of the Distribution, Sylvamo Corporation is an independent public company that trades on the New York Stock Exchange under the symbol "SLVM".

In connection with the Distribution, the Company and Sylvamo entered into a separation and distribution agreement as well as various other agreements that govern the relationships between the parties following the Distribution, including a transition services agreement, a tax matters agreement and an employee matters agreement. These agreements provide for the allocation between the Company and Sylvamo of assets, liabilities and obligations attributable to periods prior to, at and after the Distribution and govern certain relationships between the Company and Sylvamo after the Distribution. The Company has various ongoing operational agreements with Sylvamo under which it sells fiber, paper and other products. Related party sales under these agreements were $198 million for During the three months ended March 31, 2022. Following2024, the saleCompany recorded restructuring and other charges of its ownership interest$3 million for costs associated with the permanent closure of our containerboard mill in SylvamoOrange, 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 third quarter 2022, Sylvamo is no longer considered a related party.three months ended March 31, 2023.

NOTE 8 - SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

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 are stated at cost. Temporary investments totaled $534$724 million and $690$950 million at March 31, 20232024 and December 31, 2022,2023, respectively.


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Restricted Cash

A reconciliation of cash and temporary investments and restricted cash in the condensed consolidated balance sheet to cash and temporary investments and restricted cash in the condensed consolidated statement of cash flows for the three months ended March 31, 2023 and 2022, respectively is below.
Three Months Ended March 31,
In millions20232022
Cash and Temporary Investments$636 $1,031 
Restricted Cash72 88 
Total Cash and Temporary Investments and Restricted Cash$708 $1,119 

The Company's restricted cash at March 31, 2023 consists of the cash proceeds from the $72 million first quarter 2023 environmental development bond (EDB) issuance. Proceeds from this debt issuance were used to repay an EDB maturing on April 1, 2023. See Note 15 - Debt for further details regarding the first quarter 2023 EDB issuance and the expected debt repayment.

Accounts and Notes Receivable

In millionsIn millionsMarch 31, 2023December 31, 2022In millionsMarch 31, 2024December 31, 2023
Accounts and notes receivable, net:Accounts and notes receivable, net:
Trade (less allowances of $33 in 2023 and $31 in 2022)$2,935 $3,064 
Trade (less allowances of $31 in 2024 and $34 in 2023)
Trade (less allowances of $31 in 2024 and $34 in 2023)
Trade (less allowances of $31 in 2024 and $34 in 2023)
OtherOther261 220 
TotalTotal$3,196 $3,284 

Inventories

In millionsIn millionsMarch 31, 2023December 31, 2022In millionsMarch 31, 2024December 31, 2023
Raw materialsRaw materials$242 $267 
Finished pulp, paper and packagingFinished pulp, paper and packaging1,043 1,071 
Operating suppliesOperating supplies583 516 
OtherOther71 88 
TotalTotal$1,939 $1,942 

Current Investments

As a result of the 2021 spin-off of Sylvamo, the Company retained 19.9% of the shares of Sylvamo with the intent to monetize its investment and provide additional proceeds to the Company. In the second quarter 2022, the Company exchanged 4,132,000 shares of Sylvamo common stock owned by the Company in exchange and as repayment for an approximately $144 million term loan obligation which resulted in the reversal of a $31 million deferred tax liability due to the tax-free exchange of the Sylvamo Corporation common stock. In the third quarter 2022, the Company exchanged the remaining 4,614,358 shares of Sylvamo common stock owned by the Company in exchange for $167 million and as partial repayment of a $210 million term loan obligation. This also resulted in the reversal of a $35 million deferred tax liability due to the tax-free exchange of the Sylvamo Corporation common stock. As of the end of the third quarter 2022, the Company no longer had an ownership interest in Sylvamo.


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Plants, Properties and Equipment  

Accumulated depreciation was $18.6$19.7 billion and $18.4$19.6 billion at March 31, 20232024 and December 31, 2022,2023, respectively. Depreciation expense was $232$268 million and $250$232 million for the three months ended March 31, 2024 and 2023, and 2022, respectively. Depreciation expense for the three months ended March 31, 2024 includes $5 million of accelerated depreciation related to mill strategic actions.

Non-cash additions to plants, properties and equipment included within accounts payable were $94$61 million and $185$141 million at March 31, 20232024 and December 31, 2022,2023, respectively.

There were no insurance recoveries included within capital spending for the three months ended March 31, 2023. Insurance recoveries included in capital spending were $18 million for the three months ended March 31, 2022.


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Accounts Payable  

Under a supplier finance program, IPInternational Paper agrees to pay a bank the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. IPInternational 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 the payment date not to exceedno terms exceeding 180 days past the invoice date.days. The accounts payable balance included $142$116 million and $122 million of supplier finance program liabilities as of March 31, 20232024 and December 31, 2022,2023, respectively.

Interest

Interest payments made during the three months ended March 31, 2024 and 2023 and 2022 were $114$94 million and $56$114 million, respectively.

Amounts related to interest were as follows: 
Three Months Ended
March 31,
In millionsIn millions20232022
In millions
In millions
Interest expense
Interest expense
Interest expenseInterest expense$103 $77 
Interest incomeInterest income41 
Interest income
Interest income
Capitalized interest costsCapitalized interest costs5 
Capitalized interest costs
Capitalized interest costs

Asset Retirement Obligations

The Company had recorded liabilities in Other Liabilities in the accompanying condensed consolidated balance sheet of $104 million and $105$103 million related to asset retirement obligations at both March 31, 20232024 and December 31, 2022, respectively.2023.

NOTE 9 - 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 3029 years. Total lease costs were $75$79 million and $60$75 million for the three months ended March 31, 20232024 and 2022,2023, respectively.



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Supplemental Balance Sheet Information Related to Leases

In millionsIn millionsClassificationMarch 31, 2023December 31, 2022In millionsClassificationMarch 31, 2024December 31, 2023
AssetsAssets
Operating lease assets
Operating lease assets
Operating lease assetsOperating lease assetsRight-of-use assets$422 $424 
Finance lease assetsFinance lease assetsPlants, properties and equipment, net (a)48 49 
Total leased assetsTotal leased assets$470 $473 
LiabilitiesLiabilities
CurrentCurrent
Current
Current
Operating
Operating
OperatingOperatingOther current liabilities$143 $147 
FinanceFinanceNotes payable and current maturities of long-term debt10 10 
NoncurrentNoncurrent
OperatingOperatingLong-term lease obligations286 283 
Operating
Operating
FinanceFinanceLong-term debt47 49 
Total lease liabilitiesTotal lease liabilities$486 $489 

(a)Finance leases are recorded net of accumulated amortization of $62$68 million and $59$67 million as of March 31, 20232024 and December 31, 2022,2023, respectively.







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NOTE 10 - EQUITY METHOD INVESTMENTS

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

Ilim S.A.

TheOn September 18, 2023, pursuant to a previously announced agreement, the Company has acompleted the sale of its 50% equity interest in Ilim S.A. (Ilim)("Ilim"), which was a joint venture that operated a pulp and paper business in Russia and has subsidiaries including JSC Ilim Group, ("Ilim Group" and together with Ilim, the "Ilim joint venture"), whose primary operations are in Russia. The Company announced in January 2023 that it had entered into an agreement to sell its interest in Ilim to its joint venture partners for $484 million. The completion of the sale is subject to various closing conditions, including the receipt of regulatory approvalsmillion in Russia.

cash. The Company also received an indicationcompleted the sale of interest fromall of its Ilim joint venture partners to purchase all of the Company’sGroup shares (constituting a 2.39% stake) in Ilim Group for $24 million, on terms and conditions to be agreed. The Company intends to pursue an agreement to sell the Ilim Group shares, and to divestdivested other non-material residual interests associated with Ilim, to its Ilim joint venture partners.

In conjunction Following the completed sales, the Company no longer has an interest in Ilim or any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in connection with the entry into the announced agreement, a determination was made that the book valuesale of the Ilim and Ilim Group investments plus associated cumulativeour investment. The Company reclassified currency translation losses, exceeded fair value, based upon the agreed upon transaction price for Ilim and the offer price for Ilim Group. As a result, an other than temporary impairmentadjustments in AOCI of $43$517 million and $533 million was recorded in the first quarter of 2023 and fourth quarter of 2022, respectively, to write down these investments to fair value. The impairment charges included approximately $43 million and $375 million of foreign currency cumulative translation adjustment loss in the first quarter of 2023 and fourth quarter of 2022, respectively. As of March 31, 2023, the approximately $418 million of cumulative translation adjustment loss remained within AOCI with the recognition of this loss recorded as an offset to the investment balance.

The Company also evaluated facts and circumstances asat the completion of March 31, 2023 and concluded that the held for sale balance sheet classification criteria had been met as of that date and therefore have classified the Ilim joint venture investment balance, net of impairment, as Assets held for sale.transaction.

All current and historical results of the Ilim joint venture investment are presented as Discontinued Operations, net of taxes in the condensed consolidated statement of operations. The Company recorded equity earnings, net of taxes, of $43 million and $93 million for the three months ended March 31, 2023 and 2022, respectively. The Company received cash dividends from the Ilim joint venture of $0 million and $204 million during the first three months of 2023 and 2022, respectively. At March 31, 2023 and December 31, 2022, the Company's investment in the Ilim joint venture, which is recorded in Assets held for sale in the condensed consolidated balance sheets, was $90 million and $133 million, respectively, which was $442 million and $403 million, respectively, lower than the Company's proportionate share of the Ilim joint venture's underlying net assets.

Summarized financial information for the Ilim joint venture is presented in the following tables:

Balance Sheet
In millionsMarch 31, 2023December 31, 2022
Current assets$717 $766 
Noncurrent assets3,377 3,663 
Current liabilities1,365 1,275 
Noncurrent liabilities1,627 2,040 
Noncontrolling interests39 40 

Income Statement
Three Months Ended
March 31,
In millions20232022
Net sales$622 $707 
Gross profit277 399 
Income (loss) from continuing operations84 182 
Net income (loss)80 177 

The Company's remainingfollowing summarizes the items comprising Equity Earnings, Impairment Charges, Tax Expense (Benefit), Discontinued Operations and Dividends related to the sale of our equity method investments are not material.interest in Ilim:

In millionsEquity EarningsImpairment ChargesTax Expense (Benefit)Discontinued Operations, net of tax (a)Dividends
2023 First Quarter43 43 — — — 
2023 Second Quarter46 33 — 13 13 
2023 Third Quarter23 59 (9)(27)— 
(a)    Discontinued operations, net of tax is Equity Earnings less Impairment Charges and Tax Expense (Benefit)









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NOTE 11 - GOODWILL AND OTHER INTANGIBLES

Goodwill

The following table presents changes in goodwill balances as allocated to each business segment for the three-monthsthree months ended March 31, 2023:2024:
In millionsIn millionsIndustrial
Packaging
Global Cellulose Fibers TotalIn millionsIndustrial
Packaging
Global Cellulose Fibers Total
Balance as of January 1, 2023
Balance as of January 1, 2024
GoodwillGoodwill$3,413 $52   $3,465 
Accumulated impairment losses(372)(52)  (424)
3,041 —   3,041 
Currency translation and other (a)1  1 
Accumulated impairment loss additions / reductions   
Balance as of March 31, 2023
Goodwill
GoodwillGoodwill3,414 52   3,466 
Accumulated impairment lossesAccumulated impairment losses(372)(52)  (424)
TotalTotal3,042    3,042 
Balance as of March 31,2024
Balance as of March 31,2024
Balance as of March 31,2024
Goodwill
Goodwill
Goodwill
Accumulated impairment losses
Total
 
(a)Represents the effects of foreign currency translations.

Other Intangibles

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

March 31, 2023December 31, 2022 March 31, 2024December 31, 2023
In millionsIn millionsGross
Carrying
Amount
Accumulated
Amortization
Net Intangible AssetsGross
Carrying
Amount
Accumulated
Amortization
Net Intangible AssetsIn millionsGross
Carrying
Amount
Accumulated
Amortization
Net Intangible AssetsGross
Carrying
Amount
Accumulated
Amortization
Net Intangible Assets
Customer relationships and listsCustomer relationships and lists$492 $312 $180 $490 $303 $187 
Tradenames, patents and trademarks, and developed technologyTradenames, patents and trademarks, and developed technology170 148 22 170 146 24 
Land and water rightsLand and water rights8 2 6 
OtherOther21 18 3 23 20 
TotalTotal$691 $480 $211 $691 $471 $220 

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

Three Months Ended
March 31,
In millionsIn millions20232022
In millions
In millions
Amortization expense related to intangible assetsAmortization expense related to intangible assets$9 $11 
Amortization expense related to intangible assets
Amortization expense related to intangible assets

NOTE 12 - INCOME TAXES

International Paper made income tax payments, net of refunds, of $169$5 million and $20$169 million for the three months ended March 31, 20232024 and 2022,2023, 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 $30$7 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.




The Company plans to complete an internal legal entity restructuring in the second quarter, which we currently estimate will result in a tax benefit of approximately $350 million.

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NOTE 13 - COMMITMENTS AND CONTINGENCIES

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.Sylvamo Corporation ("Sylvamo"). Sylvamo Brazil received assessments for the tax years 2007-2015 totaling approximately $111$119 million (adjusted for variation in currency exchange rates) in tax, plus interest, penalties and $375 million infees. The interest, penalties and fees ascurrently total approximately $278 million (adjusted for variation in currency exchange rates), which reflects a recent law change pursuant to which the Brazil tax authority on January 16, 2024 agreed to cancel a portion of March 31, 2023the interest, penalties and fees. Accordingly, the assessments currently total approximately $397 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 wouldshould be sustained, based on Brazilian tax law.

This matter pertains to a business that was conveyed to Sylvamo as of October 1, 2021, as part of our spin-off transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo, the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the agreement, decisions concerning the conduct of the litigation related to this matter, including strategy, settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision related to this ongoing litigation. The Company intends to vigorously defend this historic tax position against the current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair value of the contingent liability under the tax matters agreement. The contingent liability was determined in accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial fair value estimate and recorded liability as of December 31, 20222021 was $48 million and remains this amount at March 31, 2023.2024. 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.

Environmental

The Company has been named as a potentially responsible party (PRP)("PRP") in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)("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 $240$249 million ($248and $251 million undiscounted) in the aggregate as of March 31, 2023.2024 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 United StatesU.S. Environmental Protection Agency (EPA)("EPA") selected and published a proposed soil remedy at the site

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with an estimated cost of $46 million. In April 2020, the EPA issued a final plan concerning clean-up standards at a portion of the site, the estimated cost of which is included within the soil remedy referenced above. The total reserve for the Cass Lake superfund site was $45 million and $46 million as of March 31, 2024 and December 31, 2023, respectively.

Kalamazoo River: The Company is a PRP with respect to the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund Site in Michigan. The EPA asserts that the site is contaminated by polychlorinated biphenyls (PCBs) primarily as a result of
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discharges from various paper mills located along the Kalamazoo River, including a paper mill formerly owned by St. Regis Paper Company (St. Regis)("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)("RD") component of the landfill remedy for the Allied Paper Mill, which is also known as Operable Unit 1. TheA Record of Decision (ROD)("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, remedial action (RA) activities werethe EPA initiated by the EPA.RA activities. In October 2022, the Company received a unilateral administrative order to perform the RA. As a result, the Company increased its reserve by $27 million in the fourth quarter of 2022.

The total reserve for the Kalamazoo River superfund site was $37$22 million and $27 million as of March 31, 20232024 and December 31, 2022.2023, respectively.

In addition, in December 2019,2020, the Federal District Court approved a Consent Decree among the United States, published notice in the Federal Register of a proposed consent decree with NCR Corporation (one of the parties to the allocation/apportionment litigation described below), the State of Michigan and natural resource trustees under whichtrustees. Under the Consent Decree NCR wouldagreed 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. In December 2020, the Federal District Court approved the proposed consent decree.

The Company’s CERCLA liability has not been finally determined with respect to these or any other portions of the site, and except as noted above, the Company has declined to perform any work or reimburse the EPA at this time. As noted below, the Company is involved in allocation/apportionment litigation with regard to the site. Accordingly, it is premature to predict the outcome or estimate our maximum reasonably possible loss or range of loss with respect to this site. We have recorded a liability for future remediation costs at the site that are probable and presently reasonably estimable, and it remains reasonably possible that additional losses in excess of this recorded liability could be material.

The Company was named as a defendant by Georgia-Pacific Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, GP)"GP") in a contribution and cost recovery action for alleged pollution at the site.site related to the Company's potential CERCLA liability. NCR Corporation and Weyerhaeuser Company arewere also named as defendants in the suit. The suit seeks contribution under CERCLA for costs purportedly expended by plaintiffs ($79 million as of the filing of the complaint) and for future remediation costs. In June 2018, the Federal District Court issued its Final Judgment and Order, which fixed the past cost amount at approximately $50 million (plus interest to be determined) and allocated to the Company a 15% share of responsibility for those past costs. The District Court did not address responsibility for future costs in its decision. In July 2018, the Company and each of the other parties filed notices appealing the Final Judgment and prior orders incorporated into that Judgment. OnIn April 25, 2022, the appellate courtSixth Circuit Court of Appeals (the "Sixth Circuit") reversed the Judgment of the Court, finding that the suit againstagainst the Company was time-barred by the applicable statute of limitations. OnIn May 9, 2022, GP filed a petition for remainingrehearing with the Sixth Circuit, Court of Appeals. The Sixth Circuit issued an order denying GP's petition onwhich was denied in July 14, 2022. OnIn November 14, 2022, GP filed a petition for writ of certiorari with the U.S. Supreme Court. In October 2023, the U.S. Supreme Court denied GP's writ petition, thus rendering final the Sixth Circuit's decision that GP's suit against the Company was time-barred. In January 2024 GP requested that the District Court’s final order declare that each party is jointly and severally liable for future costs, arguing that the Sixth Circuit decision only applies to past costs. 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 has filed a briefbelieves the District Court’s Final Judgment on Remand

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regarding liability for future costs is in oppositionerror and is appealing the Final Judgment on Remand on future costs liability to this writ.the Sixth Circuit.
Harris County: International Paper and McGinnis Industrial Maintenance Corporation (MIMC)("MIMC"), a subsidiary of Waste Management, Inc. (WMI)("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 remedial design.RD.

To this end, in April 2018, the PRPs entered into an Administrative Order on Consent (AOC)("AOC") with the EPA, agreeing to work together to develop the remedial designRD for the northern impoundment. That remedial designRD work is ongoing. The AOC does
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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, (TCEQ), progress was made to resolve key technical issues previously preventing the Company from determining the manner in which the selected remedy for the northern impoundment would be feasibly implemented. As a result of these developments, the Company reserved the following amounts in relation to remediation at this site: (a) $10 million for the southern impoundment; and (b) $55 million for the northern impoundment, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs.

We submitted the Final Design Package for the southern impoundment to the EPA, and the EPA approved this plan in May 7, 2021. The EPA issued a Unilateral Administrative Order for Remedial ActionRA of the southern impoundment onin August 5, 2021. An addendum to the Final 100% Remedial DesignRD (Amended April 2021) was submitted to the EPA for the southern impoundment onin June 2, 2022. This addendum incorporated additional data collected to date which indicated that additional waste material removal will be required, lengthening the time to complete the remedial action.RA.

With respect to the northern impoundment, the respondentsPRPs submitted the final component of the 90% remedial design to the EPA onin November 8, 2022. Upon submittal of the final component, an updated engineering estimate was developed, and the Company increased the reserved amount by approximately $21 million, which represents the Company's 50% share of our estimate of the low end of the range of probable remediation costs. On January 5, 2024, the PRPs received comments from the EPA on the November 2022 90% RD submittal. The PRPs responded to the EPA comments in late January 2024. While several key technical issues have been resolved, respondents still face significant challenges remediating this area in a cost-efficient manner and withoutthat will not result in a release of contaminated materials to the environment during the excavation, removal and therefore ourtransport 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.possible; however, we are unable to estimate any loss or range of loss in excess of such liability. The total reserve for the southern and northern impoundment was $95$78 million and $83 million as of March 31, 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 reserve for Versailles Pond was $30 million as of both March 31, 20232024 and December 31, 2022.2023.

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 $107$110 million and $97 million as of March 31,

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2024 and December 31, 2023, respectively, both net of estimated insurance recoveries and $105 million, net of estimated insurance recoveries as of March 31, 2023 and December 31, 2022, respectively.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)("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)("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 are evaluating whether to further appealappealed the Italian Council of State decision to uphold the ICA’s findings.findings, and in March 2024, the Council 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 intends to further appeal 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.




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General

The Company is involved in various other inquiries, administrative proceedings and litigation relating to environmental and safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual property, tax, and other matters, some of which allege substantial monetary damages. Assessments of lawsuits and claims can involve a series of complex judgments about future events, can rely heavily on estimates and assumptions, and are otherwise subject to significant uncertainties. As a result, there can be no certainty that the Company will not ultimately incur charges in excess of presently recorded liabilities. The Company believes that loss contingencies arising from pending matters including the matters described herein, will not have a material effect on the consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in pending or threatened legal matters, some of which are beyond the Company's control, and the large or indeterminate damages sought in some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with respect to these matters could result in future charges that could be material to the Company's results of operations or cash flows in any particular reporting period.

NOTE 14 - VARIABLE INTEREST ENTITIES

Variable Interest Entities

As of March 31, 2023,2024, the fair value of the Timber Notes and Extension Loans for the 2007 Financing Entities was $2.3$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 $2.3 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
March 31,
Three Months Ended
March 31,
In millions
In millions
In millionsIn millions20232022
Revenue (a)Revenue (a)$33 $
Revenue (a)
Revenue (a)
Expense (b)
Expense (b)
Expense (b)Expense (b)31 
Cash receipts (c)Cash receipts (c)27 
Cash receipts (c)
Cash receipts (c)
Cash payments (d)Cash payments (d)27 
Cash payments (d)
Cash payments (d)
 

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(a)The revenue is included in Interest expense, net in the accompanying statement of operations and includes approximately $5 million and $5 million for both the three months and three months ended March 31, 20232024 and 2022, respectively,2023, of accretion income for the amortization of the basis difference adjustment on the Financial assets of special purpose entities.
(b)The expense is included in Interest expense, net in the accompanying statement of operations and includes approximately $2 million and $2 million for both the three months and three months ended March 31, 20232024 and 2022, respectively,2023, of accretion expense for the amortization of the basis difference adjustment on the Nonrecourse financial liabilities of special purpose entities.
(c)The cash receipts are interest received on the Financial assets of special purpose entities.
(d)The cash payments are interest paid on Nonrecourse financial liabilities of special purpose entities.

On September 2, 2022, the Company and the Internal Revenue Service agreed to settle the previously disclosed timber monetization restructuring tax matter involving wholly-owned, special purposethe variable interest entities (the "2015that 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 willwas required to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest will also bewas charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of March 31, 2023,Company has paid $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company paid $163 million in U.S. federal income taxes and $30 million in interest during the first quarter of 2023 and has now fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal ofmatter during the Company’s remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the thirdsecond quarter of 2022.2023.

NOTE 15 - DEBT

The borrowing capacity of the Company's commercial paper program is $1.0 billion supported by its $1.5$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 March 31, 2023,2024, the Company had no borrowings outstanding under the program.
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At March 31, 2023,2024, International Paper’s credit facilities totaled $2$1.9 billion. The Agreementscredit facilities generally provide for interest rates at a floating rate index plus a pre-determined margin dependent upon International Paper’s credit rating. The Agreements includecredit 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 included up to $500 million of uncommitted financings based on eligible receivables balances under a receivables securitization program that expires in April 2024.June 2025. At March 31, 2023, there were2024, the Company had no borrowings outstanding under either the bank facility or receivables securitization program.

During the first quarter of 2023,2024, the Company entered into a variable term loan agreement providing for a $600had debt reductions of $3 million term loan which was fully drawn onrelated to decreases in the dateamount of such loan agreement and matures in 2028. The $600 million debt was issued following the repayment of $410 million of commercial paper earlier in 2023 and will be used to repay debt maturing later in 2023 and general corporate purposes. Additionally during the first quarter of 2023, the Company issued an approximately $72 million EDB with an interest rate of 4.00% and a maturity date of April 1, 2026. The proceeds from this issuance were used to repay an approximately $72 million outstanding EDB that matured on April 1, 2023.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 March 31, 2023,2024, we were in compliance with our debt covenants.

At March 31, 2023,2024, the fair value of International Paper’s $5.8$5.6 billion of debt was approximately $5.6$5.3 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.

NOTE 16 - RETIREMENT PLANS

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).


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

Three Months Ended
March 31,
In millionsIn millions20232022
In millions
In millions
Service cost
Service cost
Service costService cost$12 $23 
Interest costInterest cost116 84 
Interest cost
Interest cost
Expected return on plan assets
Expected return on plan assets
Expected return on plan assetsExpected return on plan assets(132)(162)
Actuarial lossActuarial loss24 21 
Actuarial loss
Actuarial loss
Amortization of prior service cost
Amortization of prior service cost
Amortization of prior service costAmortization of prior service cost6 
Net periodic pension expense (income)Net periodic pension expense (income)$26 $(28)
Net periodic pension expense (income)
Net periodic pension expense (income)

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 Statementcondensed consolidated statement of Operations.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 three months of 20232024 or 2022.2023. The nonqualified defined benefit plans are funded to the extent of benefit payments, which totaled $5 million for the three months ended March 31, 2023.2024.

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NOTE 17 - STOCK-BASED COMPENSATION

The Company has anCompany's 2009 Amended and Restated Incentive Compensation Plan (ICP) which("ICP") is administered by the Management Development and Compensation Committee of the Board of Directors (the Committee)"Committee"). The ICP authorizes the grants of restricted stock, restricted or deferred stock units, performance awards payable in cash or stock upon the attainment of specified performance goals, dividend equivalents, stock options, stock appreciation rights, other stock-based awards and cash-based awards at the discretion of the Committee. As of March 31, 2023, 5.52024, 3.8 million shares were available for grant under the ICP.

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

Three Months Ended
March 31,
In millionsIn millions20232022
In millions
In millions
Total stock-based compensation expense (selling and administrative)
Total stock-based compensation expense (selling and administrative)
Total stock-based compensation expense (selling and administrative)Total stock-based compensation expense (selling and administrative)$34 $66 
Income tax benefits related to stock-based compensationIncome tax benefits related to stock-based compensation11 12 
Income tax benefits related to stock-based compensation
Income tax benefits related to stock-based compensation

At March 31, 2023, $1742024, $108 million, net of estimated forfeitures, of compensation cost related to time-based and performance-based shares executive continuity awards 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 1.71.8 years.

Long-Term Incentive Plan

During the first three months of 2023,2024, the Company granted 1.61.4 million performance units at an average grant date fair value of $37.83 and 1.31.4 million time-based units at an average grant date fair value of $34.63.$36.15.

NOTE 18 - BUSINESS SEGMENT INFORMATION

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.

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Net sales by business segment for the three months ended March 31, 20232024 and 20222023 were as follows: 

Three Months Ended
March 31,
In millionsIn millions20232022
In millions
In millions
Industrial Packaging
Industrial Packaging
Industrial PackagingIndustrial Packaging$4,083 $4,406 
Global Cellulose FibersGlobal Cellulose Fibers811 710 
Global Cellulose Fibers
Global Cellulose Fibers
Corporate and Intersegment Sales
Corporate and Intersegment Sales
Corporate and Intersegment SalesCorporate and Intersegment Sales126 121 
Net SalesNet Sales$5,020 $5,237 
Net Sales
Net Sales

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Operating profit (loss) by business segment for the three months ended March 31, 20232024 and 20222023 were as follows: 

Three Months Ended
March 31,
In millionsIn millions20232022
In millions
In millions
Industrial Packaging
Industrial Packaging
Industrial PackagingIndustrial Packaging$322 $397 
Global Cellulose FibersGlobal Cellulose Fibers(16)(49)
Business Segment Operating Profits$306 348
Global Cellulose Fibers
Global Cellulose Fibers
Business Segment Operating Profit (Loss)
Business Segment Operating Profit (Loss)
Business Segment Operating Profit (Loss)
Earnings (loss) from continuing operations before income taxes and equity earnings
Earnings (loss) from continuing operations before income taxes and equity earnings
Earnings (loss) from continuing operations before income taxes and equity earningsEarnings (loss) from continuing operations before income taxes and equity earnings$221 $362 
Interest expense, netInterest expense, net62 69 
Interest expense, net
Interest expense, net
Adjustment for less than wholly owned subsidiaries
Adjustment for less than wholly owned subsidiaries
Adjustment for less than wholly owned subsidiaries
Corporate expenses, net
Corporate expenses, net
Corporate expenses, netCorporate expenses, net8 12 
Corporate net special itemsCorporate net special items (46)
Corporate net special items
Corporate net special items
Business net special items
Business net special items
Business net special items
Non-operating pension expense (income)Non-operating pension expense (income)15 (49)
Business Segment Operating Profits$306 $348 
Non-operating pension expense (income)
Non-operating pension expense (income)
Business Segment Operating Profit (Loss)
Business Segment Operating Profit (Loss)
Business Segment Operating Profit (Loss)


NOTE 19 - SUBSEQUENT EVENT

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 $5 million for the three months ended March 31, 2024. 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 closing 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. 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 and the U.S.
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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, 20222023 (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 $56 million ($0.16 per diluted share) in the first quarter of 2024, compared with $(284) million ($(0.82) per diluted share) in the fourth quarter of 2023 and $172 million ($0.49 per diluted share) in the first quarter of 2023, compared with $(318) million ($(0.90) per diluted share) in the fourth quarter of 2022 and $360 million ($0.95 per diluted share) in the first quarter of 2022.2023. The Company generated Adjusted operating earnings (a non-GAAP measure defined below) of $61 million ($0.17 per diluted share) in the first quarter of 2024, compared with $142 million ($0.41 per diluted share) in the fourth quarter of 2023 and $185 million ($0.53 per diluted share) in the first quarter of 2023, compared with $309 million ($0.87 per diluted share) in2023.

In the fourthfirst quarter of 20222024, our teams across International Paper executed well, with intense focus on accelerating our commercial and $195 million ($0.51 per diluted share)mill optimization strategies and taking care of our customers. We were encouraged to see positive market momentum as sales price indexes improved across our portfolio in the first quarter of 2022.

International Paper’s2024, and we continue to see signs of demand recovery. The first quarter of 2024 represents an earnings trough based on seasonally lower volumes, the majority of negative price flow through from 2023 earnings reflect solid performance in the faceindex movements and higher recovered fiber costs. Our first quarter of a challenging macroeconomic environment. During the quarter, we delivered $652024 results also included approximately $52 million of year-over-year incremental earnings benefitimpacts associated with a January freeze, impacting both businesses, along with the initial financial impacts of the Ixtac, Mexico box plant fire in our North American Industrial Packaging business. Our teams across International Paper made significant progress executing our strategic initiatives. We realized margin and mix benefits from our Building a Better IP initiatives. Additionally, our mill system continued to perform well as we successfully executed our highest planned maintenance outage quarter of 2023. As we entered 2023, we recognized there were macroeconomic uncertainties ahead of us and that our businesses are not immune to these risks. These macro trends shifted in the latter half of the first quarter 2023 resulting in a weaker demand environment as our customers and the broader supply chain worked through elevated inventories of their products. We also believe inflationary pressure, rising interest rates and the pull forward of goods during the pandemic are weighing on consumers resulting in lower demand for our products as consumer priorities remain focused on non-discretionary goods and services in the near term. Margins were also under pressure from lower prices across our portfolio, partially offset by lower input costs. Our customers and the broader supply chain continued to work through elevated inventories of their products which has constrained demand. While we believe most of the destocking through the retail chain has been resolved, it continues throughout the rest of the supply chain, especially our manufacturer customers. We believe this will run its course through the second quarter, resulting in an improved demand environment in the second half of 2023. Regarding capital allocationBox Go-to-Market strategy in the first quarter 2023, we returned $319 million to shareowners, including $157 million of share repurchases. During the first quarter 2023, cash from operations was $345 million and free cash flow was $4 million. First quarter cash from operations and free cash flow included a $193 million final payment to the IRS for the timber monetization restructuring settlement. Finally, with respect to the sale of our interest2024. We also realized benefits in the Ilim joint venture, we made good progress in the quarter toward the completion of the sale, with the buyers receiving an important required approval from a Russian commission overseeing exits by foreign companies, but we are still awaiting approvalboth businesses from the Russian competition authority. We are optimistic this approval will be received soon andfixed cost reduction efforts in our mill system. Finally, in a move that we planbelieve is a catalyst to close shortly thereafter.create significant value for our shareholders, we announced on April 16, 2024, our intent to acquire DS Smith in an all-stock transaction valued at approximately $9.9 billion.

Comparing our performance in the first quarter 2023of 2024 to the fourth quarter 2022,of 2023, price and mix in our North American Industrial Packaging business was higher due to significant benefits from our Box Go-to-Market strategy which was partially offset by the majority of prior sales price index declines from 2023. The February index publication of $40 per ton increase will primarily flow through our sales contracts in the second and third quarters of 2024. Price in our Global Cellulose Fibers business was higher due to prior index movement and mix improved from the GCF optimization strategy driving benefits from more fluff and specialty pulp and less commodity grades. Volume in our North American Industrial Packaging business was lower as the first quarter of 2024 is expected to represent our seasonally lowest shipment quarter of the year, along with some impact from the January freeze. Also, our Go-to-Market strategy is about making choices regarding value over volume in the near term. We believe this will allow us to improve our margins and mix over the longer term, with a focus on maximizing the profitability of our Industrial Packaging business. Volume in our Global Cellulose Fibers business was sequentially flat overall, as higher shipments 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 North American Industrial Packaging business due to index movementsthe January freeze and the Ixtac, Mexico fire in March 2024. Additionally, operations and costs were higher due to cost inflation including items such as labor, materials, contracted maintenance services and employee benefit costs. There was also lower export prices. Pricefixed cost absorption from seasonally lower volumes. The higher operating costs were partially offset by lower fixed costs following the fourth quarter shutdown of the Orange, Texas mill. Operations and costs in our Global Cellulose Fibers business was relatively flatwere higher due to the January freeze. Additionally, costs were higher due to inflation on items such as the earningslabor, materials, contracted maintenance services and employee benefit from contract restructuring wascosts, and some timing of spend. The higher operating costs were largely offset by unfavorable mix as a result of lower absorbentfixed costs resulting from the two pulp shipmentsmachine closures at our mills in Riegelwood, North Carolina and prior index movements. VolumePensacola, Florida. Planned maintenance outages were higher in our North American Industrial Packaging business was flat as weaker demand and customer inventory destocking was offsetwhile lower in our Global Cellulose Fibers business. Input costs were higher in our Industrial Packaging business, primarily driven by four additional shipping days in the first quarter 2023. Volumehigher recovered fiber costs. Input costs in our Global Cellulose Fibers business was similarly impacted by customer inventory destocking in addition to the negative volume impact from the Chinese new year. Operations and costs were higher, in our North American Industrial Packaging and Global Cellulose Fibers businesses, in spite of the mills running well, on the non-repeat of favorable one-time items from the fourth quarter 2022 associated with lower employee benefits costs, workers’ compensation costs and medical claims. Additionally, our Global Cellulose Fibers business was impactedprimarily driven by higher economic downtime due to the lower demand environment. Maintenance outages were sequentially higher as the first quarter 2023 represents the highest planned maintenance outage quarter in 2023. Input costs were significantly lower in both business segments, driven by lower energy freight and recovered fiber costs.


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Looking ahead to the second quarter 2023,2024, as compared to the first quarter 2023,2024, in our Industrial Packaging business, we expect price and mix to be lower primarily due toimprove earnings from prior index movements alongmovement in North America, higher export prices to date, as well as continued progress with lower prices in the export market to date.our Box Go-to-Market strategy. Volume is expected to be seasonally higher in North America, partially offset byand also benefit from one lessmore shipping day.day in the second quarter of 2024. Operations and costs are expected to be higher due to proactive maintenance spending beyond our full-scale mill annual maintenance outages. As we anticipate continuous demand recovery, this spending is focused on improving productivity and efficiencies across our mills and box plant network. We will continue to experience additional inflation and higher selling and administration costs by the timing of spendingadditional commercial resources needed to support our Box Go-to-Market strategy.

Full-scale mill annual maintenance outage expense is expected to increase in the second quarter 2023. Maintenanceof 2024 including costs associated with the Riverdale mill outage, expense is expected to
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decrease relative to the first quarter 2023. The second quarter 2023which will represent approximately 40% of total planned maintenance outagebe recovered during 2024 through our existing paper supply arrangement with approximately 80% of the annual outages completed through the first half of 2023.Sylvamo. Input costs are expected to be lower drivenstable based on higher costs for recovered fiber offset by lower costs for energy and freight.costs. In our Global Cellulose Fibers business, we expect price and mix to decreaseincrease earnings based on prior index movements. Volume is expected to be seasonally higher demand.remain flat as we reduce our exposure to commodity grades and grow with absorbent pulp. Operations and costs are expected to be favorablelower due to lower supply chain costs, lower unabsorbed fixed costs due to higher volumeresulting from the pulp machine closures in our Riegelwood and seasonality.Pensacola mills, the non-repeat of the January freeze, and timing of spending. Maintenance outage expense is expected to be lower alongcoming off the first quarter of 2024 which included an outage at the Georgetown mill, a portion of the costs of which are expected to be recovered throughout the remainder of the year as part of the existing paper supply arrangement with lower inputSylvamo. Input costs primarily dueare expected to lower energybe stable relative to the first quarter of 2024.

As previously disclosed in our Current Report on Form 8-K filed with the Securities and fiber costs.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 19 - Subsequent Event 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 to file a proxy statement on Schedule 14A with the SEC.

Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures and are 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 items considered by management to be unusual (net special items) 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 this measure to focus on on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using this information, along with the most direct comparable GAAP measure, provides for a more complete analysis of the results of operations.



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The following are reconciliations of Net earnings (loss) to Adjusted operating earnings (loss) on a total and per share basis. Additional detail is provided later in this Form 10-Q regarding the net special items expense (income) referenced in the charts below.

Three Months Ended
March 31,
Three Months Ended December 31, Three Months Ended
March 31,
Three Months Ended December 31,
In millionsIn millions202320222022In millions20242023
Net earnings (loss)Net earnings (loss)$172 $360 $(318)
Less - Discontinued operations (gain) lossLess - Discontinued operations (gain) loss (93)489 
Earnings (loss) from continuing operationsEarnings (loss) from continuing operations172 267 171 
Add back - Non-operating pension expense (income)Add back - Non-operating pension expense (income)15 (49)(48)
Add back - Net special items expense (income)3 (46)144 
Income tax effect - Non-operating pension and net special items expense (income)(5)23 42 
Add back - Net special items expense (income) (a)
Income taxes - Non-operating pension and special items
Adjusted operating earnings (loss)Adjusted operating earnings (loss)$185 $195 $309 
(a)    See page 29 for details of Net special items expense (income).

Three Months Ended
March 31,
Three Months Ended December 31, Three Months Ended
March 31,
Three Months Ended December 31,
202320222022
202420242023
Diluted earnings (loss) per shareDiluted earnings (loss) per share$0.49 $0.95 $(0.90)
Less - Discontinued operations (gain) loss per shareLess - Discontinued operations (gain) loss per share (0.25)1.38 
Diluted earnings (loss) per share from continuing operationsDiluted earnings (loss) per share from continuing operations0.49 0.70 0.48 
Add back - Non-operating pension expense (income) per shareAdd back - Non-operating pension expense (income) per share0.04 (0.13)(0.13)
Add back - Net special items expense (income) per shareAdd back - Net special items expense (income) per share0.01 (0.12)0.41 
Income tax effect per share - Non-operating pension and net special items expense (income)(0.01)0.06 0.11 
Income taxes per share - Non-operating pension and special items
Adjusted operating earnings (loss) per shareAdjusted operating earnings (loss) per share$0.53 $0.51 $0.87 

Cash provided by operations, including discontinued operations, totaled $345$395 million and $588$345 million for the first three months of 20232024 and 2022,2023, respectively. The Company generated free cash flow of approximately $4$144 million and $403$4 million in the first three months of 20232024 and 2022,2023, respectively. Free cash flow is a non-GAAP measure, which equals cash provided by operations subject to the adjustments set forth in the reconciliation table below, and the most directly comparable GAAP measure is cash provided by operations. Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company's ongoing performance, we believe that free cash flow also enables investors to perform meaningful comparisons between past and present periods.

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The following is a reconciliation of cash provided by operations to free cash flow: 

Three Months Ended
March 31,
Three Months Ended
March 31,
In millionsIn millions20232022In millions20242023
Cash provided by operationsCash provided by operations$345 $588 
Adjustments:Adjustments:
Cash invested in capital projects, net of insurance recoveries(341)(185)
Cash invested in capital projects
Cash invested in capital projects
Cash invested in capital projects
Free Cash FlowFree Cash Flow$4 $403 

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.





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RESULTS OF OPERATIONS
For the first quarter of 2023,2024, International Paper reported net sales of $5.0$4.6 billion, compared with $5.1$4.6 billion in the fourth quarter of 20222023 and $5.2$5.0 billion in the first quarter of 2022.2023.
Net earnings (loss) totaled $56 million, or $0.16 per diluted share, in the first quarter of 2024. This compared with $(284) million, or $(0.82) per diluted share, in the fourth quarter of 2023 and $172 million, or $0.49 per diluted share, in the first quarter of 2023. This compared with $(318) million, or $(0.90) per diluted share, in the fourth quarter of 2022 and $360 million, or $0.95 per diluted share, in the first quarter of 2022.
Continuing Ops Waterfall QoQ Q1 23.jpgContinuing Ops Waterfall QoQ Q1 24.jpg
Compared with the fourth quarter of 2022,2023, earnings from continuing operations benefited from higher average sales prices and a favorable mix ($47 million), lower tax expense ($4 million) and lower non-operating pension expense ($20 million). These benefits were offset by lower sales volumes ($29 million), higher operating costs ($43 million), higher raw material and freight costs ($23 million), higher mill maintenance outage costs ($11 million), higher corporate and other costs ($22 million) and higher net interest expense ($3 million). Equity earnings, net of taxes, were $1 million lower in the first quarter of 2024 than in the fourth quarter of 2023. Net special items in the first quarter of 2024 were a charge of $14 million compared with a charge of $415 million in the fourth quarter of 2023.


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Continuing Ops Waterfall YoY Q1 24.jpg
Compared with the first quarter of 2023, the first quarter of 2024 benefited from lower operating costs ($15 million), lower raw material and freight costs ($10048 million), lower mill maintenance outage costs ($74 million), lower net interest expense ($2 million) and lower taxnon-operating pension expense ($820 million). These benefits were offset by lower average sales prices and an unfavorable mix ($38240 million), lower sales volumes ($4 million), higher operating costs ($93 million), higher mill maintenance outage costs ($74 million), higher corporate and other items ($23 million), higher net interest expense ($2 million) and higher non-operating pension expense ($47 million). Equity earnings, net of taxes, were $2 million higher in the first quarter of 2023 than in the fourth quarter of 2022. Net special items in the first quarter of 2023 were a charge of $2 million compared with a charge of $174 million in the fourth quarter of 2022.

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Continuing Ops Waterfall YoY Q1 23.jpg
Compared with the first quarter of 2022, the first quarter of 2023 reflects higher average sales prices ($227 million), lower raw material and freight costs ($87 million), lower mill maintenance outage costs ($4 million), lower corporate and other costs ($3 million), lower net interest expense ($7 million) and lower tax expense ($11 million). These benefits were offset by lower sales volumes ($73 million), higher operating costs ($275 million) and higher non-operating pensiontax expense ($487 million). Equity earnings, net of taxes, were $1 million lower in the first quarter of 2023 than in2024 compared with the first quarter of 2022.2023. Net special items in the first quarter of 20232024 were a charge of $2$14 million compared with a gaincharge of $35$2 million in the first quarter of 2022.2023.

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 industry segment.

Total business segment operating profit (loss) is a non-GAAP measure and the most directly comparable GAAP measure is net earnings from continuing operations. Total business segment operating profit (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. In addition, business segment operating profit (loss), at a segment level, 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". Business segment operating profits (losses) are used by International Paper's management to measure the earnings performance of its businesses. Management uses this measure to focus on on-going operations, and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. International Paper believes that using this information, along with net earnings, provides a more complete analysis of the results of operations by quarter. Business segment operating profits are defined as earnings (loss) from continuing operations before income taxes and equity earnings, but including the impact of less than wholly owned subsidiaries, and excluding interest expense, net, corporate expenses, net, corporate net special items, business net special items and non-operating pension expense. Business segment operating profits 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.

The Company currently operates in two segments: Industrial Packaging and Global Cellulose Fibers. On January 24, 2023, the Company announced an agreement to sell its Ilim equity investment and, as a result, all current and historical results of the Ilim investment are presented as Discontinued Operations, net of taxes and our equity investment is no longer a separate reportable industry segment.



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The following table presents a reconciliation of Net earnings (loss) from continuing operations to its total business segment operating profit:profit (loss): 

Three Months Ended Three Months Ended
March 31,December 31, March 31,December 31,
In millionsIn millions202320222022In millions20242023
Net Earnings (Loss) from Continuing OperationsNet Earnings (Loss) from Continuing Operations$172 $267 $171 
Add back (deduct):Add back (deduct):
Income tax provision (benefit)
Income tax provision (benefit)
Income tax provision (benefit)Income tax provision (benefit)48 95 148 
Equity (earnings) loss, net of taxesEquity (earnings) loss, net of taxes1 — 
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity EarningsEarnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings221 362 322 
Interest expense, netInterest expense, net62 69 59 
Less than wholly owned subsidiaries included in operationsLess than wholly owned subsidiaries included in operations — (3)
Corporate expenses, netCorporate expenses, net8 12 (20)
Corporate net special itemsCorporate net special items (46)65 
Business net special itemsBusiness net special items — 76 
Non-operating pension expense (income)Non-operating pension expense (income)15 (49)(48)
Adjusted Operating ProfitAdjusted Operating Profit$306 $348 $451 
Business Segment Operating Profit (Loss):Business Segment Operating Profit (Loss):
Industrial PackagingIndustrial Packaging$322 $397 $416 
Industrial Packaging
Industrial Packaging
Global Cellulose FibersGlobal Cellulose Fibers(16)(49)35 
Total Business Segment Operating Profit$306 $348 $451 
Total Business Segment Operating Profit (Loss)

Total Business Segment Operating Profit (Loss)

Total business segment operating profits (losses) were $169 million in the first quarter of 2024, compared with $257 million in the fourth quarter of 2023 and $306 million in the first quarter of 2023, $451 million in the fourth quarter of 2022 and $348 million in the first quarter of 2022.2023.

Segment Ops Waterfall QoQ Q1 23.jpg

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Segment Ops Waterfall QoQ Q1 24.jpg

Compared with the fourth quarter of 2022,2023, business segment operating profits benefited from higher average sales prices and a favorable mix ($71 million). These benefits were offset by lower sales volumes ($44 million), higher operating costs ($65 million), higher raw material and freight costs ($34 million) and higher mill outage costs ($16 million).


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Segment Ops Waterfall YoY Q1 24.jpg

Compared with the first quarter of 2023, operating profits in the current quarter benefited from lower operating costs ($19 million), lower raw material and freight costs ($13461 million) and lower mill outage costs ($95 million). These benefits were offset by lower average sales prices and an unfavorable mix ($51307 million), and lower sales volumes ($5 million), higher operating costs ($124 million) and higher mill outage costs ($99 million).

Segment Ops Waterfall YoY Q1 23.jpg

Compared with the first quarter of 2022, operating profits in the current quarter benefited from higher average sales prices ($311 million), lower raw material and freight costs ($119 million) and lower mill outage costs ($5 million). These benefits were offset by lower sales volumes ($100 million) and higher operating costs ($377 million).

Sales Volumes by Product (a)
Sales volumes of major products for the three months ended March 31, 20232024 and 20222023 were as follows: 
Three Months Ended
March 31,
In thousands of short tons (except as noted)In thousands of short tons (except as noted)20232022
In thousands of short tons (except as noted)
In thousands of short tons (except as noted)
Industrial Packaging
Industrial Packaging
Industrial PackagingIndustrial Packaging
Corrugated Packaging (b)Corrugated Packaging (b)2,381 2,618 
Corrugated Packaging (b)
Corrugated Packaging (b)
Containerboard
Containerboard
ContainerboardContainerboard544 712 
RecyclingRecycling560 564 
Recycling
Recycling
Saturated Kraft
Saturated Kraft
Saturated KraftSaturated Kraft34 44 
Gypsum/Release KraftGypsum/Release Kraft60 54 
Gypsum/Release Kraft
Gypsum/Release Kraft
EMEA Packaging (b)
EMEA Packaging (b)
EMEA Packaging (b)EMEA Packaging (b)335 368 
Industrial PackagingIndustrial Packaging3,914 4,360 
Industrial Packaging
Industrial Packaging
Global Cellulose Fibers (in thousands of metric tons) (c)
Global Cellulose Fibers (in thousands of metric tons) (c)
688 712 
Global Cellulose Fibers (in thousands of metric tons) (c)
Global Cellulose Fibers (in thousands of metric tons) (c)
 
(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)("CTS"). Board sales for these businesses reflect invoiced tons.
(c)Includes North American volumes and internal sales to mills.


26

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Discontinued Operations

On January 24,September 18, 2023, pursuant to a previously announced agreement, the Company announced it had reached an agreement to sellcompleted the sale of its 50% equity investmentinterest in Ilim S.A. ("Ilim"), which was a joint venture that operated a pulp and hadpaper business in Russia and has subsidiaries including Ilim Group, to its joint venture partners for $484 million in cash. The Company also receivedcompleted 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 indication of interest to purchase its equity investment in Ilim Group. All current and historical resultsor any of its subsidiaries. Additionally, we incurred transaction fees of $36 million in connection with the Ilim joint venture investment are presented as Discontinued Operations, netsale of taxes in the consolidated statement of operations.our investment. This transaction is discussed further in Note 10 - Equity Method Investments of Item 1. Financial Statements.

Discontinued operations includeincludes the equity earnings of the prior Ilim joint venture. Discontinued operations also includes after-tax net special items charges of $43 million (before and $533 millionafter taxes) for the three months ended March 31, 2023 and December 31, 2022, respectively.

Details of these charges were as follows:

Three MonthsThree Months
March 31,December 31,
20232022
In millionsBefore TaxAfter TaxBefore TaxAfter Tax
Ilim equity method investment impairment$43 $43 $533 $533 
Total$43 $43 $533 $533 
2023.

Income Taxes

An income tax provision of $27 million was recorded for the first quarter of 2024 and the reported effective income tax rate was 32%. The reported effective income tax rate for the first quarter of 2024 was higher than the fourth quarter of 2023 primarily due to reduced tax benefits for equity-based compensation. Excluding a benefit of $4 million related to the tax effects of net special items and an expense of $3 million related to the tax effects of non-operating pension expense, the operational effective income tax rate was 31% for the first quarter of 2024. The operational effective tax rate for the first quarter of 2024 was lower than the fourth quarter of 2023 primarily due to an increased deferred tax valuation allowance in the fourth quarter.

An income tax benefit of $61 million was recorded for the fourth quarter of 2023 and the reported effective income tax rate was 19%. Excluding a benefit of $131 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 34% for the fourth quarter of 2023.

An income tax provision of $48 million was recorded for the first quarter of 2023 and the reported effective income tax rate was 22%. Excluding a benefit of $1 million related to the tax effects of net special items and a benefit of $4 million related to the tax effects of non-operating pension expense, the operational effective income tax rate was 22% for the quarter. The effective tax rate for the first quarter of 2023 was lower than the prior quarter primarily due to a decrease in state income taxes in the first quarter of 2023.

AnThe operational income tax provision of $148 million was recorded for the fourth quarter of 2022 and the reportedoperational effective income tax rate was 46%. Excluding expense of $30 million related to the tax effects of net special items and expense of $12 million related to the tax effects of non-operating pension expense, the operational effective income tax rate was 25% for the quarter.

An income tax provision of $95 million was recorded for the first quarter of 2022 and the reported effective income tax rate was 26%. Excluding expense of $11 million related to the tax effects of net special items and expense of $12 million related to the tax effects of non-operating pension expense, the operational effective income tax rate was 27% for the quarter. The higher operational effective income tax rate in the first quarter of 2022 was primarily due to reduced tax benefits for equity-based compensation.

The operational tax provision and 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 thethis presentation provides useful information to investors by providing a more meaningful comparison of the income tax rate between past and present periods.

The following is a reconciliation of the net income tax provision (benefit) to the operational income tax provision and rate:

Three Months Ended
March 31,December 31,
In millions202420232023
Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings$85 $221 $(326)
Pre-tax special items18 528 
Non-operating pension (income) expense(12)15 14 
Adjusted Operating Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings$91 $239 $216 
Income tax provision (benefit)$27 $48 $(61)
Income tax effect - non-operating pension (income) expense and pre-tax special items1 134 
Operational Tax Provision$28 $53 $73 
Operational Effective Tax Rate31 %22 %34 %
Interest Expense
Net interest expense was $46 million in the first quarter of 2024, compared with $52 million in the fourth quarter of 2023 and $62 million in the first quarter of 2023, compared with $59 million in the fourth quarter of 2022 and $69 million in the2023. The first quarter of 2022.2024 includes $10 million of interest income on prior years tax overpayments related to the settlement of tax audits. The first quarter of 2023 and fourth quarter of 2022 includeincludes $3 million of interest expense related to the previously announced settlement of the timber monetization restructuring tax matter.

2728

Effects of Net Special Items Expense (Income) and Non-Operating Pension Expense
Details of net special items expense (income) excluding interest expense and non-operating pension expense (income) for the three months ended are as follows:
Three Months Ended
March 31,December 31,
202320222022
Three Months EndedThree Months Ended
March 31,
2024
2024
2024
In millions
In millions
In millionsIn millionsBefore TaxAfter TaxBefore TaxAfter TaxBefore TaxAfter Tax
Business SegmentsBusiness Segments
Net (gains) losses on sales and impairments of businesses$ $ $— $— $76 $76 
Business Segments
Business Segments
Accelerated depreciation
Accelerated depreciation
Accelerated depreciation$5 $4 (a)$— $— $422 $317 (a)
Severance and other costsSeverance and other costs3 2 (b)— — 118 89 (b)
Building a Better IPBuilding a Better IP  — — (11)(8)(c)
Business Segments TotalBusiness Segments Total  — — 76 76 
CorporateCorporate
Corporate
Corporate
Legal reserve adjustments
Legal reserve adjustments
Legal reserve adjustments
DS Smith combination costs
DS Smith combination costs
DS Smith combination costs
Net loss on miscellaneous land sales
Net loss on miscellaneous land sales
Net loss on miscellaneous land sales
Equity method investment impairment
Equity method investment impairment
Equity method investment impairment
Environmental remediation reserve adjustmentEnvironmental remediation reserve adjustment$ $ $— $— $48 $36 
Sylvamo investment  (46)(35)— — 
Legal reserve adjustments  — — 11 
Foreign currency cumulative translation loss related to sale of equity method investment  — — 10 10 
Other  — — (4)(3)
Environmental remediation reserve adjustment
Environmental remediation reserve adjustment
Building a Better IP
Building a Better IP
Building a Better IP
Corporate TotalCorporate Total  (46)(35)65 51 
Corporate Total
Corporate Total
Interest expense, net
Interest expense, net
Interest expense, net
Interest related to settlement of tax audits
Interest related to settlement of tax audits
Interest related to settlement of tax audits
Interest related to timber monetization settlement
Interest related to timber monetization settlement
Interest related to timber monetization settlement
Interest Total
Interest Total
Interest Total
Total net special items expense (income)
Total net special items expense (income)
Total net special items expense (income)Total net special items expense (income)  (46)(35)141 127 
Non-operating pension expense (income)Non-operating pension expense (income)15 11 (49)(37)(48)(36)
Non-operating pension expense (income)
Non-operating pension expense (income)
Total net special items and non-operating pension expense (income)Total net special items and non-operating pension expense (income)$15 $11 $(95)$(72)$93 $91 
Total net special items and non-operating pension expense (income)
Total net special items and non-operating pension expense (income)
(a)Includes $1 million (before and after taxes) and $347 million ($261 million after taxes) for the three months ended March 31, 2024 and December 31, 2023, respectively, recorded in the Industrial Package business segment and $4 million ($3 million after taxes) and $75 million ($56 million after taxes) for the three months ended March 31, 2024 and December 31, 2023, respectively, recorded in the Global Cellulose Fibers business segment.
(b)Includes $3 million ($2 million after taxes) and $81 million ($61 million after taxes) for the three months ended March 31, 2024 and December 31, 2023, respectively, recorded in the Industrial Packaging business segment and $37 million ($28 million after taxes) for the three months ended December 31, 2023 recorded in the Global Cellulose Fibers business segment.
(c)Includes $8 million ($6 million after taxes) recorded in the Industrial Packaging business segment and $3 million ($2 million after taxes) recorded in the Global Cellulose Fibers business segment.
Net special items expense (income) include the following tax expenses (benefits):
Three Months Ended
March 31,December 31,
Three Months EndedThree Months Ended
March 31,March 31,December 31,
In millionsIn millions202320222022In millions20242023
Foreign deferred tax valuation allowance$ $— $45 
Tax related to legal entity restructuring
TotalTotal$ $— $45 
Total
Total

BUSINESS SEGMENT OPERATING RESULTS

The following tables present net sales and business segment operating profit (loss) at a segment level, which is the Company's measure of segment profitability. As previously noted, business segment operating profit (loss), at a segment level, 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) at a segment level as well as total business segment operating profit (loss), a non-GAAP financial measure, see above under “Results of Operations” of this Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Form 10-Q.

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Industrial Packaging 

Total Industrial PackagingTotal Industrial Packaging20232022Total Industrial Packaging20242023
In millionsIn millions1st Quarter1st Quarter4th Quarter
SalesSales$4,083 $4,406 $4,169 
Sales
Sales
Operating Profit (Loss)Operating Profit (Loss)$322 $397 $416 
Operating Profit (Loss)
Operating Profit (Loss)
Industrial Packaging net sales for the first quarter of 20232024 were 2%1% lower compared with the fourth quarter of 20222023 and 7% lower compared with the first quarter of 2022.2023. Operating profit was 23%31% lower in the first quarter of 20232024 compared with the fourth quarter of 20222023 and 19%33% lower compared with the first quarter of 2022.2023.

North American Industrial PackagingNorth American Industrial Packaging20232022North American Industrial Packaging20242023
In millionsIn millions1st Quarter1st Quarter4th Quarter
Sales (a)Sales (a)$3,724 $4,025 $3,805 
Sales (a)
Sales (a)
Operating Profit (Loss)Operating Profit (Loss)$302 $400 $416 
Operating Profit (Loss)
Operating Profit (Loss)
(a)Includes intra-segment sales of $26 million, $32 million $29 million and $30$26 million for the three months ended March 31, 20232024 and 20222023 and December 31, 2022,2023, respectively.

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North American Industrial Packaging average sales volumesmargins in the first quarter of 20232024 were lowerhigher compared to the fourth quarter of 20222023 driven by higher average sales prices for corrugated boxes in all segments driven byreflecting the macroeconomic environmentbenefits of our Box Go-to-Market strategy. Average sales margins for containerboard were also higher, reflecting consumer focus on non-discretionaryhigher sales prices and value spending and retailer and manufacturer inventory reduction. Containerboard salesa favorable geographic mix. Sales volumes were flat.lower due to seasonality and our Box Go-to-Market strategy. Total maintenance and economic downtime was about 45,00084,000 short tons lower in the first quarter of 20232024 compared with the fourth quarter of 2022, driven by2023, due to lower economic downtime. Economic downtime partially offsetwas favorably impacted by higher maintenance downtime. Average sales margins were lower reflecting lower average sales prices for boxes and containerboard partially offset by a favorable mix.the mill strategic actions taken in the fourth quarter 2023. Operating costs were higher driven by inflation on goods and services and the non-repeatimpact of favorable one-time items for employee benefit coststhe January 2024 winter freeze and medical claims in the fourth quarter of 2022 partially offset by lower distribution costs.Ixtac, Mexico fire. Planned maintenance downtime costs were $92 million higher in the first quarter of 20232024 compared with the fourth quarter of 2022.2023. Input costs were lower driven by energy,higher, primarily for recovered fiber and wood.fiber.
Compared with the first quarter of 2022,2023, sales volumes in the first quarter of 20232024 were lower for corrugated boxes and containerboard.reflecting the impact of our Box Go-to-Market strategy. Sales volumes for corrugated boxesexport containerboard were lower reflecting inflation impacts on consumer spending as well as inventory destocking by retailers and manufacturers.higher. Total maintenance and economic downtime was about 409,000366,000 short tons higherlower in the first quarter of 2023, primarily2024, due to higherlower economic and maintenance downtime. Economic downtime was favorably impacted by the mill strategic actions taken in the fourth quarter of 2023. Average sales prices for boxes and containerboard were higherlower reflecting previous price increases. Export containerboard prices were lower.index movements, partially offset by the benefits of our commercial initiatives. Operating costs increased, driven by economic downtime, inflation on goods and services and distribution costs.increased maintenance spending in our box system. Operating costs were also impacted by the January 2024 winter freeze and Ixtac, Mexico fire. Planned maintenance downtime costs were $4 million lower in the first quarter of 20232024 compared with the first quarter of 2022.2023. Input costs were significantly lower driven by lower energy, wood and other raw material costs partially offset by higher recovered fiber costs.
Entering the second quarter of 2023,2024, sales volumes are expected to be seasonally higher compared to the first quarter of 2023.2024. There is one lessadditional shipping day in the second quarter.quarter of 2024. Average sales margins are expected to be lower.higher. Operating costs are expected to be higher. Planned maintenance downtime costs are expected to be $10 million lower in the second quarter of 20232024 compared with the first quarter of 2023.2024. Input costs are expected to be lowerhigher driven by energy, woodrecovered fiber and freight.energy.
EMEA Industrial PackagingEMEA Industrial Packaging20232022EMEA Industrial Packaging20242023
In millionsIn millions1st Quarter1st Quarter4th Quarter
SalesSales$391 $410 $394 
Sales
Sales
Operating Profit (Loss)Operating Profit (Loss)$20 $(3)$— 
Operating Profit (Loss)
Operating Profit (Loss)

EMEA Industrial Packaging sales volumes for corrugated boxes in the first quarter of 20232024 were stableflat compared with the fourth quarter of 2022 seasonally as higher volumes in Morocco were offset by lower volumes in Europe.2023. Average sales margins for corrugated boxes were stable.lower, reflecting lower sales prices partially offset by a favorable product mix. Average sales margins for containerboard were also lower. Operating costs were stable.lower driven by strong cost management. Planned maintenance outagedowntime costs were $4 million lower in the first quarter of 20232024 compared with the fourth quarter of 2022.2023. Input costs were lower drivenstable. Earnings were also impacted by the non-repeat of an energy costs.subsidy and other favorable one-time items in the fourth quarter of 2023.

Compared with the first quarter of 2022,2023, sales volumes in the first quarter of 20232024 were lower reflecting softening demand in the Eurozone. Averageflat. Higher average sales margins for corrugated boxes were higher drivenmore than offset by lower containerboard costs.margins for containerboard. Operating costs were higherlower, driven by inflation on goods and services. Distribution costs were higher.good cost management. There were no planned maintenance outages in either the first quarter of 20232024 or the first quarter of 2022.2023. Input costs were lower primarily for energy.energy and chemicals.

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Looking ahead to the second quarter of 2023,2024, sales volumes for corrugated boxes are expected to be higher in Europe and seasonally lower in Morocco.lower. Average sales margins are expected to be lower.higher. Operating and input costs are expected to be higher. TherePlanned maintenance downtime costs are no planned maintenance outagesexpected to be higher in the second quarter of 2023. Input costs are expected to be lower.2024.

Global Cellulose Fibers

Total Global Cellulose FibersTotal Global Cellulose Fibers20232022Total Global Cellulose Fibers20242023
In millionsIn millions1st Quarter1st Quarter4th Quarter
SalesSales$811 $710 $842 
Sales
Sales
Operating Profit (Loss)Operating Profit (Loss)$(16)$(49)$35 
Operating Profit (Loss)
Operating Profit (Loss)

Global Cellulose Fibers net sales in the first quarter of 20232024 were 4% lower7% higher compared with the fourth quarter of 20222023 and 14% higher13% lower than in the first quarter of 2022.2023. Operating profitloss was $11 million lower in the first quarter of 20232024 compared with the fourth quarter of 20222023 and improvedwas $31 million higher compared with the first quarter of 2022.2023.
Sales volumes in the first quarter of 20232024, compared with the fourth quarter of 20222023, were higher, reflecting higher fluff volumes partially offset by lower due to seasonality and customer inventory destocking.commodity volumes. Total maintenance and economic downtime was about 100,000126,000 short tons higherlower in the first quarter of 20232024 compared with the fourth quarter of 20222023 driven by both economic and maintenance downtime. Economic downtime was favorably impacted by the mill strategic actions taken in the second half of 2023. Average sales margins were slightly lower as the
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benefits from contract restructuring was offsethigher, driven by price index movementhigher average sales prices and an unfavorablea favorable product mix. Operating costs were higher driven by economic downtime and the non-repeat of favorable one-time items for employee benefit costs and medical claims in the fourth quarter of 2022.higher. Planned maintenance downtime costs in the first quarter of 20232024 were $11 million higherlower compared with the fourth quarter of 2022.2023. Input costs were lower,higher, primarily for energy and wood.energy.
Compared with the first quarter of 2022,2023, sales volumes in the first quarter of 20232024 were higher, reflecting higher fluff volumes partially offset by lower driven by customer inventory destocking.commodity volumes. Total maintenance and economic downtime was about 132,000144,000 short tons higherlower in the first quarter of 2023, mainly2024, due to both economic and maintenance downtime. Economic downtime was favorably impacted by the mill strategic actions taken in the second half of 2023. Average sales margins were higherlower reflecting higherlower average sales prices partially offset by an unfavorablea favorable product mix. Operating costs were higherlower driven by economic downtime andlower distribution costs. Planned maintenance downtime costs in the first quarter of 20232024 were $1 million lower compared with the first quarter of 2022.2023. Input costs were higherlower primarily for chemicals, wood and wood partially offset by lower energy costs.energy.
Entering the second quarter of 2023,2024, sales volumes are expected to be higher.stable. Average sales margins are expected to be lower.higher. Planned maintenance downtime costs in the second quarter of 20232024 are expected to be $33 million lower compared with the first quarter of 2023.2024. Operating costs are expected to be lower. Input costs are expected to be lower.higher, primarily for energy and chemicals.

Equity Earnings, Net of Taxes – Ilim

On January 24, 2023, the Company announced it had reached an agreement to sell its equity investment in Ilim and also received from the same purchasers an indication of interest to purchase its equity investment in Ilim Group. This transaction is discussed further in Note 10 - Equity Method Investments of Item 1. Financial Statements .

In conjunction with the entry into the announced agreement, a determination was made that the book value of the Ilim and Ilim Group investments plus associated cumulative translation losses, exceeded fair value, based upon the agreed upon transaction price for Ilim and the offer price for Ilim Group. As a result, an other than temporary impairment of $43 million and $533 million was recorded in the first quarter of 2023 and fourth quarter of 2022, respectively, to write down these investments to fair value. The impairment charges included approximately $43 million and $375 million of foreign currency cumulative translation adjustment loss in the first quarter of 2023 and fourth quarter of 2022, respectively. As of March 31, 2023, the approximately $418 million of cumulative translation adjustment loss remained within AOCI with the recognition of this loss recorded as an offset to the investment balance.

All current and historical results of the Ilim joint venture investment are presented as Discontinued Operations, net of taxes in the consolidated statement of operations. The Company recorded equity earnings, net of taxes, related to Ilim of $43 million in the first quarter 2023, compared with earnings of $45 million in the fourth quarter 2022 and $93 million in the first quarter of 2022. In the first quarter of 2022, foreign exchange gains (losses) of ($15) million, were included in equity earnings.Ilim Group had no US dollar-denominated debt outstanding at March 31, 2023 and December 31 2022.

Compared with the fourth quarter of 2022, results in the first quarter of 2023 were relatively flat, reflecting the negative impact of lower volumes and lower average sales prices, offset by lower operating costs and the positive impact of a weaker ruble. Sales volumes in the first quarter of 2023 were 10% lower driven primarily by lower sales of softwood pulp in China, other export markets and Russia. Sales of hardwood pulp declined sharply in other export markets and Russia, but were partially offset by higher sales of hardwood pulp in China. Containerboard sales declined in China and other export markets, but were more than offset by significantly higher sales of containerboard in Russia. Average sales margins were markedly lower for sales of softwood pulp, hardwood pulp and containerboard reflecting lower average sales prices in all markets. Input costs were relatively flat. Lower maintenance and no outages in the first quarter of 2023 contributed to a decrease in operating costs.

Compared with the first quarter of 2022, lower sales volumes, declining average sales margins, higher input costs due to inflation, and higher operating costs contributed to lower earnings in the first quarter of 2023. Sales volumes in the first quarter of 2023 were 7% lower as shipments of softwood pulp, hardwood pulp and containerboard to Europe and other export countries declined, but were partially offset by higher shipments of those products to China. In Russia, sales of containerboard were higher, but were partially offset by lower sales of softwood pulp and hardwood pulp. Average sales margins were significantly lower reflecting lower average sales prices for sales of containerboard in China, Russia and other export markets, partially offset by higher average sales margins for sales of softwood pulp and hardwood pulp in all markets. Input costs for wood and fuel increased. The sale of timber and saw logs declined. Transportation costs decreased as transportation tariffs and shipping routes were changed. The Company received cash dividends from the joint venture of $0 million in the first three months of 2023 and $204 million in the first three months of 2022.



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LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations totaled $345$395 million for the first three months of 2023,2024 compared with $588$345 million for the comparable 20222023 three-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 $32 million for the three months ended March 31, 2024 compared with cash used by working capital components of $132 million for the three months ended March 31, 2023. The increase in cash provided by operations in the first three months of 2024 compared to the comparable 2023 three-month period was primarily due to the impact of the timing of mill outage spending on accounts payable and the related pull down of inventory balances, partially offset by lower accounts receivable collections driven by lower sales.

Investments in capital projects nettotaled $251 million in the first three months of insurance recoveries, totaled2024, compared to $341 million in the first three months of 2023, compared to $185 million in the first three months of 2022.2023. Full-year 20232024 capital spending is currently expected to be approximately $800 million to $1.0 billion, or 76% to $1.2 billion, or 99% to 118%95% of depreciation and amortization.

Financing activities for the first three months of 20232024 included a $257$3 million net increasedecrease in debt versus a $85$257 million net increase in debt during the comparable 20222023 three-month period.

See Note 15 - Debt of Item 1. Financial Statements for a discussion of various debt-related actions taken by the Company during the first quarter of 2023.three months ended March 31, 2024.

There were no early debt reductions for the three months ended March 31, 20232024 and 2022,2023, respectively.


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At March 31, 2023,2024, contractual obligations for future payments of debt maturities (including finance lease liabilities disclosed in Note 9 - Leases and excluding the timber monetization structure disclosed in Note 14 - Variable Interest Entities) by calendar year were as follows: $352 million in 2023; $148$138 million in 2024; $191$189 million in 2025; $144$142 million in 2026; $298$332 million in 2027; $670 million in 2028 and $4.7$4.1 billion thereafter.

Maintaining an investment-grade credit rating is an important element of International Paper’s financing strategy. At March 31, 2023,2024, 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 March 31, 2023,2024, International Paper’s credit agreements totaled $2.0$1.9 billion, which is comprised of the $1.5$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 thesethat 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 March 31, 2023,2024, the Company had no borrowings outstanding under the $1.5$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 15 - 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 March 31, 20232024, 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 $2.0$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 $1.5$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 March 31, 2023,2024, the Company had no outstanding borrowings outstanding under the program.

During the first quarter of 2023,2024, the Company entered into a variable term loan agreement providing for a $600had debt reductions of $3 million term loan which was fully drawn onrelated to decreases in the dateamount of such loan agreement and matures in 2028. The $600 million debt was issued following the repayment of $410 million of commercial paper earlier in 2023 and will be used to repay debt maturing later in 2023 and general corporate purposes.capital leases.

International Paper expects to be able to meet projected capital expenditures, service existing debt, meet working capital and dividend requirementspayments 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, and weexpense. 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.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.

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2024, International Paper used 1.9 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 March 31, 2024.

During the first three months of 2023, International Paper used approximately 1.5 million shares of treasury stock for various incentive plans. International Paper also acquired 4.8 million shares of treasury stock, including restricted stock tax withholdings.withholding during the first three months of 2023. Repurchases of common stock and payments of restricted stock withholding taxes totaled $177 million, including $157 million related to shares repurchased under the Company's repurchase program. Our current share repurchase program approved by our Board of Directors on October 11, 2022, which does not have an expiration date, has approximately $3.01 billion aggregate amount of shares of common stock remaining authorized for purchase as of March 31, 2023.

During the first three months of 2022, International Paper used approximately 1.5 million shares of treasury stock for various incentive plans. International Paper also acquired 9.4 million shares of treasury stock, including restricted stock tax withholding. Repurchases of common stock and payments of restricted stock withholding taxes totaled $428 million, including $406 million related to shares repurchased under the Company's repurchase program.during this period.

Cash dividend payments related to common stock totaled $162$161 million and $174$162 million for the first three months of 20232024 and 2022,2023, respectively. Dividends were $0.4625 per share for the both of the first three months of 20232024 and 2022.2023.

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Our pension plan is currently sufficientlyfully 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 on Form 10-K for the year ended December 31, 2022.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 2015 Financing Entitiespreviously disclosed timber monetization restructuring tax matter.matter involving the 2015 Financing Entities. Under this agreement, the Company willwas required to fully resolve the matter and pay $252 million in U.S. federal income taxes. As a result, interest will also bewas charged upon closing of the audit. The amount of interest expense recognized in 2022 was $58 million. As of March 31, 2023,Company has paid $252 million in U.S. federal income taxes and $58 million in interest expense have been paid as a result of the settlement agreement. The Company has nowpaid $163 million in U.S. federal income taxes and $30 million in interest during the first quarter of 2023 and fully satisfied the payment terms of the settlement agreement regarding the 2015 Financing Entities timber monetization restructuring tax matter. The reversal ofmatter during the Company’s remaining deferred tax liability associated with the 2015 Financing Entities of $604 million was recognized as a one-time tax benefit in the thirdsecond quarter of 2022.2023.

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 canmay 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 three months of 2023.2024.

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. Words1995, as amended. Forward-looking statements can be identified by the use of forward-looking or conditional words such as “expects,” “anticipates,” “believes,” “estimates”“estimates,” “could,” “should,” “can,” “forecast,” “intend,” “look,” “may,” “will,” “remain,” “confident,” “commit” and “plan” or similar expressions identify forward-looking statements.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
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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 ability to meet targets and goals with respect to climate change and the emission of GHGsgreenhouse gases and other environmental, social and governance matters; (ii)matters, including our ability to meet such targets and goals; (iv) the level of our indebtedness, risks associated with our variable rate debt, and changes in interest rates (including the impact of current elevated interest rate levels); (iii)(v) 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

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financial markets, including possible instability in such markets and/or disruptions to the banking system due to potential or actual bank failures; (iv)markets; (vi) 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; (v)(vii) the amount of our future pension funding obligations, and pension and healthcare costs; (vi) unanticipated expenditures(viii) the costs of compliance, or other adverse developments relatedthe failure to compliancecomply with, existing and new environmental (including with respect to climate change and GHG emissions), tax, labor and employment, privacy, anti-briberyanti- bribery and anti-corruption, and other U.S. and non-U.S. governmental laws and regulations; (vii)(ix) 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; (viii) the impact of the conflict involving Russia and Ukraine, including in connection with related escalated sanctions imposed by the United States, the European Union, G7 and other countries and possible actions by the Russian government, and the impact of such developments on domestic and global economic and geopolitical conditions in general and on us and our Ilim joint venture, which could be materially and adversely affected by such developments, and our inability to predict the full impact of the Russian invasion of Ukraine, current or future sanctions, current or future actions by the Russian government, geopolitical instability and the possibility of broadened military conflict on our Ilim joint venture, on our receipt of dividends from our Ilim joint venture and on our ability to complete the sale of our interest in the Ilim joint venture under the terms of the agreement with our joint venture partners to purchase our interest (and, if we are unable to complete such a sale, on the value of and our ability to sell our interest to another purchaser); (ix) risks inherent in conducting business through joint ventures; (x) our ability to achieve therealize expected benefits expected from, and other riskscost savings associated with acquisitions, joint ventures, divestitures, spinoffs and other corporate transactions,restructuring initiatives; (xi) cybersecurity and information technology risks;risks, including as a result of security breaches and cybersecurity incidents; (xii) loss contingencies and pending, threatened or future litigation, including with respect to environmental related matters; (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, particularly in light of current labor market conditions. 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 SEC filings.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 41-4244-45 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, 2022.2023.

ITEM 4.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act)(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 Securities and Exchange Commission’sSEC’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 March 31, 20232024 (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 March 31, 20232024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
 
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 13 - Commitments and Contingencies of the Condensed Notes to the Consolidated Financial Statements in this Form 10-Q, which is incorporated by reference herein. 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, 20222023 (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.

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

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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 affect our internal control over financial reporting and our ability to effectively and timely report our financial results.

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 adversely affect our ability to report our financial results on a timely basis. In addition, we will have to 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 on an ongoing basis. If we are unable to accurately report our financial results in a timely manner, or are unable to assert that our internal controls over

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financial reporting are effective, 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 incurrence 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 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 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 could have a material adverse effect on the combined company.

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 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.

Antitrust laws restrict the Company’s ability to coordinate with DS Smith on certain matters.

To the extent that DS Smith needs to renegotiate any material commercial contracts before completion of the Business Combination, antitrust laws prevent the Company from coordinating with DS Smith regarding such renegotiations and, while

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DS Smith will negotiate in its shareholders best interests, factors outside of DS Smith’s control may cause such renegotiations to result in a negative impact to DS Smith’s business or our view of the business of the combined company.

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, 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.




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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.
PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced Plan or ProgramMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)
January 1, 2023 - January 31, 2023213,568$34.74211,409$3.15
February 1, 2023 - February 28, 20232,225,14239.041,739,8843.09
March 1, 2023 - March 31, 20232,313,79235.882,314,2593.00
Total4,752,502
PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced Plan or ProgramMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)
January 1, 2024 - January 31, 20243,375 $36.13$2.96
February 1, 2024 - February 29, 2024611,416 35.402.96
March 1, 2024 - March 31, 20241,167 36.862.96
Total615,958 
(a) 486,951615,958 shares were acquired from employees or board members of our Board as a result of share withholdings to pay income taxes under the Company's restricted stock program. The remainderDuring these periods, no shares were purchased under aour share repurchase program.program, which does not have an expiration date. On October 11, 2022, our Board increased the authorization up to a total of $3.35 billion shares. As of March 31, 20232024, approximately $3.01$2.96 billion aggregate shares of our common stock remained authorized for repurchase under a previous Board authorization. This authorization was increased by our Board on October 11, 2022, up to a total of $3.35 billion shares. This repurchase program does not have an expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable. Without limiting the generality of the foregoing, during the quarter ended March 31, 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.
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ITEM 6. EXHIBITS
2.1
31.12.2
10.1
31.1*
31.231.2*
3232**
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Extension Presentation Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101).

* Filed herewith
** Furnished herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL PAPER COMPANY
                        (Registrant)                         
April 28, 202326, 2024By/s/ TimTimothy S. Nicholls
TimTimothy S. Nicholls
Senior Vice President and Chief
Financial Officer
April 28, 202326, 2024By/s/ Holly G. Goughnour
Holly G. Goughnour
Vice President – Finance and Corporate Controller

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