International Paper (IP) 10-K risk factor changes: FY2021 vs FY2020

The aggregate market value of the Company’s outstanding common stock held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, [removed: 2020)] [added: 2021)] was approximately [removed: $13,786,056,781.][added: $23,888,254,007.]

The number of shares outstanding of the Company’s common stock as of February [removed: 12, 2021] [added: 11, 2022] was [removed: 393,117,117.][added: 376,364,434.]

Portions of the registrant’s proxy statement filed within 120 days of the close of the registrant’s fiscal year in connection with registrant’s [removed: 2021] [added: 2022] annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

| ITEM 1. | | | [removed: [BUSINESS.](#i79d97f5822654782b500204d35db2303_16)] [added: [BUSINESS.](#i988dd6b5140d4a1b8c6b4c50f020743f_16)] | | | [removed: [1](#i79d97f5822654782b500204d35db2303_16)] [added: [1](#i988dd6b5140d4a1b8c6b4c50f020743f_16)] | | |

| | | | [Human [removed: Capital](#i79d97f5822654782b500204d35db2303_2775)] [added: Capital](#i988dd6b5140d4a1b8c6b4c50f020743f_22)] | | | [removed: [1](#i79d97f5822654782b500204d35db2303_2775)] [added: [1](#i988dd6b5140d4a1b8c6b4c50f020743f_22)] | | |

| | | | [Competition and [removed: Costs](#i79d97f5822654782b500204d35db2303_22)] [added: Costs](#i988dd6b5140d4a1b8c6b4c50f020743f_25)] | | | [removed: [3](#i79d97f5822654782b500204d35db2303_22)] [added: [3](#i988dd6b5140d4a1b8c6b4c50f020743f_25)] | | |

| | | | [Marketing and [removed: Distribution](#i79d97f5822654782b500204d35db2303_25)] [added: Distribution](#i988dd6b5140d4a1b8c6b4c50f020743f_28)] | | | [removed: [4](#i79d97f5822654782b500204d35db2303_25)] [added: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_28)] | | |

| | | | [Description of Principal [removed: Products](#i79d97f5822654782b500204d35db2303_28)] [added: Products](#i988dd6b5140d4a1b8c6b4c50f020743f_31)] | | | [removed: [4](#i79d97f5822654782b500204d35db2303_28)] [added: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_31)] | | |

| | | | [Sales Volumes by [removed: Product](#i79d97f5822654782b500204d35db2303_31)] [added: Product](#i988dd6b5140d4a1b8c6b4c50f020743f_34)] | | | [removed: [4](#i79d97f5822654782b500204d35db2303_31)] [added: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_34)] | | |

| | | | [Environmental [removed: Protection](#i79d97f5822654782b500204d35db2303_37)] [added: Protection](#i988dd6b5140d4a1b8c6b4c50f020743f_37)] | | | [removed: [4](#i79d97f5822654782b500204d35db2303_37)] [added: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_37)] | | |

| | | | [Climate [removed: Change](#i79d97f5822654782b500204d35db2303_40)] [added: Change](#i988dd6b5140d4a1b8c6b4c50f020743f_40)] | | | [removed: [5](#i79d97f5822654782b500204d35db2303_40)] [added: [5](#i988dd6b5140d4a1b8c6b4c50f020743f_40)] | | |

| | | | [Information About Our Executive [removed: Officers](#i79d97f5822654782b500204d35db2303_46)] [added: Officers](#i988dd6b5140d4a1b8c6b4c50f020743f_43)] | | | [removed: [6](#i79d97f5822654782b500204d35db2303_46)] [added: [7](#i988dd6b5140d4a1b8c6b4c50f020743f_43)] | | |

| | | | [Raw [removed: Materials](#i79d97f5822654782b500204d35db2303_49)] [added: Materials](#i988dd6b5140d4a1b8c6b4c50f020743f_46)] | | | [removed: [7](#i79d97f5822654782b500204d35db2303_49)] [added: [7](#i988dd6b5140d4a1b8c6b4c50f020743f_46)] | | |

| | | | [Forward-looking [removed: Statements](#i79d97f5822654782b500204d35db2303_52)] [added: Statements](#i988dd6b5140d4a1b8c6b4c50f020743f_49)] | | | [removed: [7](#i79d97f5822654782b500204d35db2303_52)] [added: [8](#i988dd6b5140d4a1b8c6b4c50f020743f_49)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS.](#i79d97f5822654782b500204d35db2303_55)] [added: FACTORS.](#i988dd6b5140d4a1b8c6b4c50f020743f_52)] | | | [removed: [8](#i79d97f5822654782b500204d35db2303_55)] [added: [8](#i988dd6b5140d4a1b8c6b4c50f020743f_52)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS.](#i79d97f5822654782b500204d35db2303_58)] [added: COMMENTS.](#i988dd6b5140d4a1b8c6b4c50f020743f_55)] | | | [removed: [16](#i79d97f5822654782b500204d35db2303_58)] [added: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_55)] | | |

| ITEM 2. | | | [removed: [PROPERTIES.](#i79d97f5822654782b500204d35db2303_61)] [added: [PROPERTIES.](#i988dd6b5140d4a1b8c6b4c50f020743f_58)] | | | [removed: [16](#i79d97f5822654782b500204d35db2303_61)] [added: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_58)] | | |

| | | | [Mills and [removed: Plants](#i79d97f5822654782b500204d35db2303_67)] [added: Plants](#i988dd6b5140d4a1b8c6b4c50f020743f_64)] | | | [removed: [16](#i79d97f5822654782b500204d35db2303_67)] [added: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_64)] | | |

| | | | [Capital Investments and [removed: Dispositions](#i79d97f5822654782b500204d35db2303_70)] [added: Dispositions](#i988dd6b5140d4a1b8c6b4c50f020743f_67)] | | | [removed: [17](#i79d97f5822654782b500204d35db2303_70)] [added: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_67)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS.](#i79d97f5822654782b500204d35db2303_73)] [added: PROCEEDINGS.](#i988dd6b5140d4a1b8c6b4c50f020743f_70)] | | | [removed: [17](#i79d97f5822654782b500204d35db2303_73)] [added: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_70)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES.](#i79d97f5822654782b500204d35db2303_76)] [added: DISCLOSURES.](#i988dd6b5140d4a1b8c6b4c50f020743f_73)] | | | [removed: [17](#i79d97f5822654782b500204d35db2303_76)] [added: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_73)] | | |

| PART II. | | | | | | [removed: [18](#i79d97f5822654782b500204d35db2303_79)] [added: [20](#i988dd6b5140d4a1b8c6b4c50f020743f_76)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#i79d97f5822654782b500204d35db2303_82)] [added: SECURITIES.](#i988dd6b5140d4a1b8c6b4c50f020743f_79)] | | | [removed: [18](#i79d97f5822654782b500204d35db2303_82)] [added: [20](#i988dd6b5140d4a1b8c6b4c50f020743f_79)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#i79d97f5822654782b500204d35db2303_88)] [added: OPERATIONS.](#i988dd6b5140d4a1b8c6b4c50f020743f_85)] | | | [removed: [20](#i79d97f5822654782b500204d35db2303_88)] [added: [22](#i988dd6b5140d4a1b8c6b4c50f020743f_85)] | | |

| | | | [Executive [removed: Summary](#i79d97f5822654782b500204d35db2303_91)] [added: Summary](#i988dd6b5140d4a1b8c6b4c50f020743f_88)] | | | [removed: [20](#i79d97f5822654782b500204d35db2303_91)] [added: [22](#i988dd6b5140d4a1b8c6b4c50f020743f_88)] | | |

| | | | [Results of [removed: Operations](#i79d97f5822654782b500204d35db2303_94)] [added: Operations](#i988dd6b5140d4a1b8c6b4c50f020743f_91)] | | | [removed: [24](#i79d97f5822654782b500204d35db2303_94)] [added: [26](#i988dd6b5140d4a1b8c6b4c50f020743f_91)] | | |

| | | | [Description of Business [removed: Segments](#i79d97f5822654782b500204d35db2303_97)] [added: Segments](#i988dd6b5140d4a1b8c6b4c50f020743f_94)] | | | [removed: [26](#i79d97f5822654782b500204d35db2303_97)] [added: [28](#i988dd6b5140d4a1b8c6b4c50f020743f_94)] | | |

| | | | [Business Segment [removed: Results](#i79d97f5822654782b500204d35db2303_100)] [added: Results](#i988dd6b5140d4a1b8c6b4c50f020743f_97)] | | | [removed: [27](#i79d97f5822654782b500204d35db2303_100)] [added: [29](#i988dd6b5140d4a1b8c6b4c50f020743f_97)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i79d97f5822654782b500204d35db2303_103)] [added: Resources](#i988dd6b5140d4a1b8c6b4c50f020743f_100)] | | | [removed: [31](#i79d97f5822654782b500204d35db2303_103)] [added: [31](#i988dd6b5140d4a1b8c6b4c50f020743f_100)] | | |

| | | | [Critical Accounting Policies and Significant Accounting [removed: Estimates](#i79d97f5822654782b500204d35db2303_106)] [added: Estimates](#i988dd6b5140d4a1b8c6b4c50f020743f_103)] | | | [removed: [34](#i79d97f5822654782b500204d35db2303_106)] [added: [35](#i988dd6b5140d4a1b8c6b4c50f020743f_103)] | | |

| | | | [Recent Accounting [removed: Developments](#i79d97f5822654782b500204d35db2303_109)] [added: Developments](#i988dd6b5140d4a1b8c6b4c50f020743f_109)] | | | [removed: [37](#i79d97f5822654782b500204d35db2303_109)] [added: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_109)] | | |

[removed: | | | | [Legal Proceedings](#i79d97f5822654782b500204d35db2303_112) | | | [37](#i79d97f5822654782b500204d35db2303_112) | | |][added: LEGAL PROCEEDINGS](#i988dd6b5140d4a1b8c6b4c50f020743f_70)]

| | | | [Foreign Currency [removed: Effects](#i79d97f5822654782b500204d35db2303_118)] [added: Effects](#i988dd6b5140d4a1b8c6b4c50f020743f_115)] | | | [removed: [38](#i79d97f5822654782b500204d35db2303_118)] [added: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_115)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT [removed: MARKET](#i79d97f5822654782b500204d35db2303_124)[ ](#i79d97f5822654782b500204d35db2303_124)[RISK.](#i79d97f5822654782b500204d35db2303_124)] [added: MARKET](#i988dd6b5140d4a1b8c6b4c50f020743f_121)[ ](#i988dd6b5140d4a1b8c6b4c50f020743f_121)[RISK.](#i988dd6b5140d4a1b8c6b4c50f020743f_121)] | | | [removed: [39](#i79d97f5822654782b500204d35db2303_124)] [added: [40](#i988dd6b5140d4a1b8c6b4c50f020743f_121)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#i79d97f5822654782b500204d35db2303_127)] [added: DATA.](#i988dd6b5140d4a1b8c6b4c50f020743f_124)] | | | [removed: [40](#i79d97f5822654782b500204d35db2303_127)] [added: [41](#i988dd6b5140d4a1b8c6b4c50f020743f_124)] | | |

| | | | [Report of Management on Financial Statements, Internal Control [removed: over](#i79d97f5822654782b500204d35db2303_130)[ ](#i79d97f5822654782b500204d35db2303_130)[Financial] [added: over](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[ ](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[Financial] Reporting and Internal Control Environment and Board [removed: of](#i79d97f5822654782b500204d35db2303_130)[ ](#i79d97f5822654782b500204d35db2303_130)[Directors Oversight](#i79d97f5822654782b500204d35db2303_130)] [added: of](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[ ](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[Directors Oversight](#i988dd6b5140d4a1b8c6b4c50f020743f_127)] | | | [removed: [40](#i79d97f5822654782b500204d35db2303_130)] [added: [41](#i988dd6b5140d4a1b8c6b4c50f020743f_127)] | | |

| | | | [Reports of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i79d97f5822654782b500204d35db2303_133)] [added: Firm](#i988dd6b5140d4a1b8c6b4c50f020743f_130)] | | | [removed: [42](#i79d97f5822654782b500204d35db2303_133)] [added: [43](#i988dd6b5140d4a1b8c6b4c50f020743f_130)] | | |

| | | | [Consolidated Statement of [removed: Operations](#i79d97f5822654782b500204d35db2303_136)] [added: Operations](#i988dd6b5140d4a1b8c6b4c50f020743f_133)] | | | [removed: [46](#i79d97f5822654782b500204d35db2303_136)] [added: [47](#i988dd6b5140d4a1b8c6b4c50f020743f_133)] | | |

| | | | [Consolidated Statement of Comprehensive [removed: Income](#i79d97f5822654782b500204d35db2303_139)] [added: Income](#i988dd6b5140d4a1b8c6b4c50f020743f_136)] | | | [removed: [47](#i79d97f5822654782b500204d35db2303_139)] [added: [48](#i988dd6b5140d4a1b8c6b4c50f020743f_136)] | | |

| | | | | | | 12/31/2021 | | |

| PART I. | | | | | | [1](#i988dd6b5140d4a1b8c6b4c50f020743f_13) | | |

| | | | [General](#i988dd6b5140d4a1b8c6b4c50f020743f_19) | | | [1](#i988dd6b5140d4a1b8c6b4c50f020743f_16) | | |

| ITEM 6. | | | RESERVED | | | | | |

| | | | [Effect of Inflation](#i988dd6b5140d4a1b8c6b4c50f020743f_112) | | | [39](#i988dd6b5140d4a1b8c6b4c50f020743f_112) | | |

| | | | [Market Risk](#i988dd6b5140d4a1b8c6b4c50f020743f_118) | | | [39](#i988dd6b5140d4a1b8c6b4c50f020743f_118) | | |

FOR THE YEAR ENDED DECEMBER 31, 2021

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#i988dd6b5140d4a1b8c6b4c50f020743f_2232) | | | [93](#i988dd6b5140d4a1b8c6b4c50f020743f_229) | | |

| PART III. | | | | | | [93](#i988dd6b5140d4a1b8c6b4c50f020743f_232) | | |

| PART IV. | | | | | | [94](#i988dd6b5140d4a1b8c6b4c50f020743f_250) | | |

| | | | [SIGNATURES](#i988dd6b5140d4a1b8c6b4c50f020743f_259) | | | [99](#i988dd6b5140d4a1b8c6b4c50f020743f_259) | | |

| APPENDIX I | | | [202](#i988dd6b5140d4a1b8c6b4c50f020743f_262)[1](#i988dd6b5140d4a1b8c6b4c50f020743f_262) [LISTING OF FACILITIES](#i988dd6b5140d4a1b8c6b4c50f020743f_262) | | | [A-1](#i988dd6b5140d4a1b8c6b4c50f020743f_262) | | |

| APPENDIX II | | | [202](#i988dd6b5140d4a1b8c6b4c50f020743f_265)[1](#i988dd6b5140d4a1b8c6b4c50f020743f_265) [CAPACITY INFORMATION](#i988dd6b5140d4a1b8c6b4c50f020743f_265) | | | [A-4](#i988dd6b5140d4a1b8c6b4c50f020743f_265) | | |

[PART I.](#i988dd6b5140d4a1b8c6b4c50f020743f_13)

BUSINESS](#i988dd6b5140d4a1b8c6b4c50f020743f_16)

[GENERAL](#i988dd6b5140d4a1b8c6b4c50f020743f_19)

On October 1, 2021, we completed the previously announced spin-off of our Printing Papers business along with certain mixed-use coated paperboard and pulp businesses in North America, France and Russia into a standalone, publicly traded company, Sylvamo Corporation.

These expenditures reflect our continuing efforts to use our capital strategically

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i988dd6b5140d4a1b8c6b4c50f020743f_85).

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i988dd6b5140d4a1b8c6b4c50f020743f_85).

Our approach to sustainability considers our entire value chain, from focusing on sourcing raw materials responsibly and working safely, to making renewable, recyclable products and providing a market for recovered products.

To help inform and prioritize the focus of our sustainability strategy, we have engaged with internal and external stakeholders using a variety of methods, assessed key issues and associated risks and opportunities, and incorporated environmental, social and governance (ESG) considerations into our processes.

Our internet address is included herein as an inactive textual reference only.

The information contained on or connected to our*

The number of our employees as of December 31, 2021, decreased significantly in comparison to December 31, 2020, as a result of the spin-off of Sylvamo Corporation which we completed on October 1, 2021.

In 2021, 94% of our sites operated without a serious injury to our employees.

Most of our manufacturing and converting

Each IP facility has a Pandemic Preparedness Plan, including health and safety layers of protection and other measures generally aligned with recommendations of the Centers for Disease Control and Prevention, the World Health Organization and/or local health authority guidance.

In addition, we have symptom, exposure and diagnosis reporting policies, and isolation, quarantine and return to work protocols.

We have encouraged vaccination and have sponsored on-site vaccination events.

We are continuously responding to the changing conditions created by the pandemic and evolving regulations and remain focused on our priority of employee health and safety.

Our HR Talent Management Team hosts Global New Employee Orientation for all employees.

The IP Leadership Institute offers courses for individual contributors, people leaders and teams.

Moreover, we offer tuition reimbursement programs for employees who desire to receive additional outside education to prepare for other positions at the

Company, as well as student loan assistance to help employees repay qualified student loans.

The labor market for both hourly and salaried workers has recently been very competitive.

For additional information regarding risks related to the current competitive labor market, see [Item 1A.

Risk Factors](#i988dd6b5140d4a1b8c6b4c50f020743f_52) – WE OPERATE IN A CHALLENGING MARKET FOR TALENT AND MAY FAIL TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, INCLUDING KEY MANAGEMENT PERSONNEL.

COMPENSATION AND BENEFITS

We view compensation and benefits as part of how we attract, engage and retain our talented workforce.

[Tab](#i79d97f5822654782b500204d35db2303_10)[le of Contents](#i79d97f5822654782b500204d35db2303_10)

| | | | | | | 12/31/2020 | | |

| PART I. | | | | | | [1](#i79d97f5822654782b500204d35db2303_13) | | |

| | | | [General](#i79d97f5822654782b500204d35db2303_19) | | | [1](#i79d97f5822654782b500204d35db2303_16) | | |

| | | | [Forestlands](#i79d97f5822654782b500204d35db2303_64) | | | [16](#i79d97f5822654782b500204d35db2303_64) | | |

| ITEM 6. | | | ELIMINATED | | | | | |

| | | | [Effect of Inflation](#i79d97f5822654782b500204d35db2303_115) | | | [37](#i79d97f5822654782b500204d35db2303_115) | | |

| | | | [Market Risk](#i79d97f5822654782b500204d35db2303_121) | | | [38](#i79d97f5822654782b500204d35db2303_121) | | |

| PART III. | | | | | | [91](#i79d97f5822654782b500204d35db2303_271) | | |

| PART IV. | | | | | | [92](#i79d97f5822654782b500204d35db2303_289) | | |

| | | | [SIGNATURES](#i79d97f5822654782b500204d35db2303_298) | | | [97](#i79d97f5822654782b500204d35db2303_298) | | |

| APPENDIX I | | | [2020 LISTING OF FACILITIES](#i79d97f5822654782b500204d35db2303_301) | | | [A-1](#i79d97f5822654782b500204d35db2303_301) | | |

| APPENDIX II | | | [2020 CAPACITY INFORMATION](#i79d97f5822654782b500204d35db2303_304) | | | [A-4](#i79d97f5822654782b500204d35db2303_304) | | |

[PART I.](#i79d97f5822654782b500204d35db2303_13)

BUSINESS](#i79d97f5822654782b500204d35db2303_16)

[GENERAL](#i79d97f5822654782b500204d35db2303_19)

At December 31, 2020, we owned or managed approximately 314,000 acres of forestland in Brazil and had, through licenses and forest management agreements, harvesting rights on government-owned forestlands in Russia.

On December 3, 2020, we announced a plan to pursue a spin-off of our Printing Papers segment into a standalone publicly-traded company ("SpinCo").

We accomplish this through a series of programs and processes as discussed below.

We have implemented work-systems across the Company, including hygiene, social distancing, site cleaning, contract tracing and other measures, as recommended by the Centers for Disease Control and Prevention and the World Health Organization.

As a sign of our appreciation for our workers during the pandemic, the Company gave a one-time bonus to all employees in December 2020.

[M](#i79d97f5822654782b500204d35db2303_25)[A](#i79d97f5822654782b500204d35db2303_25)[RKETING AND DISTRIBUTION](#i79d97f5822654782b500204d35db2303_25)

[D](#i79d97f5822654782b500204d35db2303_28)[ESCRIPTION OF PRINCIPAL PRODUCTS](#i79d97f5822654782b500204d35db2303_28)

| Bleached Kraft | | | 30 | | | 22 | | | 31 | | |

| European Coated Paperboard | | | 411 | | | 417 | | | 390 | | |

| Industrial Packaging | | | 18,655 | | | 18,467 | | | 18,806 | | |

| Printing Papers | | | | | | | | | | | |

| U.S. Uncoated Papers | | | 1,339 | | | 1,799 | | | 1,886 | | |

| European and Russian Uncoated Papers | | | 1,249 | | | 1,456 | | | 1,440 | | |

| Brazilian Uncoated Papers | | | 910 | | | 1,172 | | | 1,125 | | |

| Indian Uncoated Papers | | | — | | | 206 | | | 263 | | |

| Printing Papers | | | 3,498 | | | 4,633 | | | 4,714 | | |

The Company is subject to extensive federal and state environmental regulation, as well as similar regulations internationally.

Capital

expenditures for 2023 environmental projects are estimated to be $30 million.

what, if any, additional capital project expenditures might result from resolution of the open issues.

laws, including the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").

See Item 1A.

Our greenhouse gas emissions reduction goal is consistent with the Paris Climate Agreement.

carbon storage in forests.

As of February [removed: 12, 2021,] [added: 11, 2022,] there were approximately [removed: 9,379] [added: 8,963] record holders of common stock of the Company.

| [removed: Total | | | 1,637 | | |] [added: Total] | | | | | | [added: $] | [added: 51] | |

[removed: *(a)1,637] [added: *(a)12,661] shares were acquired from employees [removed: from] [added: or board members as a result of] share withholdings to pay income taxes under the [removed: Company’s] [added: Company's] restricted stock [removed: programs.][added: program.]

[removed: Through this program, which does not have an expiration date,] [added: Under current Board authorization that was increased on October 12, 2021,] we are authorized to purchase, in open market transactions (including block trades), privately negotiated transactions or otherwise, up to [removed: $5] [added: $3.3] billion [added: of] shares of our common stock.

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: $1.73] [added: $2.9] billion aggregate amount of shares of our common stock [removed: remain] [added: remained] authorized for purchase under this program.*

*The performance graph shall not be deemed "soliciting material" or to be "filed" with the Commission or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act of 1934, as [removed: amended.*][added: amended and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.*]

The following [added: line] graph compares a $100 investment in Company stock on December 31, [removed: 2015] [added: 2016] with a $100 investment in our Peer Group and the S&P [added: Composite-500 Stock Index (S&P 500 Index)] also made at market close on December 31, [removed: 2015.][added: 2016.]

The graph portrays total return, [removed: 2015-2020,] [added: 2016-2021,] assuming reinvestment of [added: all] dividends.

[removed: ][added: ]

1)The companies included in the Peer Group are [removed: Domtar Inc.,] Graphic Packaging Holding Company, Klabin S.A., Metsa Board Corporation, Mondi Group, Packaging Corporation of America, Smurfit Kappa Group, Stora Enso Group, UPM-Kymmene Corp., and WestRock Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i79d97f5822654782b500204d35db2303_88)][added: OPERATIONS](#i988dd6b5140d4a1b8c6b4c50f020743f_85)]

The following generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussion of historical items in [removed: 2018,] [added: 2019,] and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019,] [added: 2020,] filed with the SEC on February 19, [removed: 2020,] [added: 2021,] under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

[EXECUTIVE [removed: SUMMARY](#i79d97f5822654782b500204d35db2303_91)][added: SUMMARY](#i988dd6b5140d4a1b8c6b4c50f020743f_88)]

Full-year [removed: 2020] [added: 2021] net earnings attributable to shareholders were [removed: $482 million ($1.22] [added: $1.8 billion ($4.47] per diluted share) compared with [removed: $1.2 billion ($3.07] [added: $482 million ($1.22] per diluted share) for full-year [removed: 2019.][added: 2020.]

Looking ahead to the first quarter [removed: 2021,] [added: 2022,] as compared to the fourth quarter [removed: of 2019,] [added: 2021,] in our Industrial Packaging business, we expect [removed: price and mix] to [removed: improve on] [added: realize gains related to] the [removed: realization of prior] [added: August 2021 published] price [removed: index] movement.

In [removed: our] Global Cellulose [removed: Fibers business,] [added: fibers] we expect [removed: improved] [added: our] price and mix [removed: on the realization of prior price index movements.][added: combined to be stable.]

[removed: Volume is expected to be stable and operations] [added: Operations] and costs are expected to [removed: improve on] [added: increase related to higher seasonal costs and] the non-repeat of [removed: unfavorable] [added: a favorable LIFO benefit in the] fourth quarter [removed: items.][added: 2021.]

[added: Input costs were significantly higher, driven by] higher [removed: wood] [added: wood, recovered fiber] and energy costs.

Input costs are expected to be [removed: higher, primarily] [added: slightly higher] due [added: mostly] to higher [removed: seasonal wood and] energy costs.

[removed: We remain focused on cash generation and will] [added: Furthermore, we intend to] continue to make choices [added: for the use of cash that are] consistent with our capital allocation framework to drive long-term [removed: value creation.]

On March 11, 2020 the World Health Organization [added: (WHO)] declared the novel strain of coronavirus [removed: ("COVID-19")] [added: (COVID-19)] a global pandemic and recommended containment and mitigation measures worldwide.

[removed: Since that time, most] [added: Most] of our manufacturing and converting facilities have remained open and operational during the [removed: pandemic.][added: pandemic and at the current time our manufacturing and converting facilities are generally operational.]

We have implemented work-systems across the [removed: Company,] [added: Company to maintain the health and safety of our employees] including [removed: hygiene,] social distancing, site cleaning, [removed: contact tracing,] [added: contract tracing] and other [removed: measures,] [added: measures] as recommended by the CDC and WHO.

There continue to be significant uncertainties associated with the COVID-19 [removed: pandemic, including][added: pandemic.]

[removed: Developments related to COVID-19 are significantly adversely affecting portions] [added: The impacts] of [added: the pandemic had an adverse effect on] our [removed: business,] [added: operations in 2021,] and could have a material adverse effect on our financial condition, results of operations and cash [removed: flows, particularly] [added: flows] if [removed: negative] [added: public health and/or] global economic conditions [removed: persist for a significant period of time or] deteriorate.

Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures and are defined as net earnings (loss) attributable to International Paper (a GAAP measure) excluding [added: discontinued operations,] net special items and non-operating pension expense (income).

The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of [added: discontinued operations,] non-operating pension expense (income) and items considered by management to be unusual (net [removed: special items) from the earnings reported under GAAP.]

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 [removed: results.][added: results from continuing operations.]

The following are reconciliations of Earnings (loss) attributable to common shareholders to Adjusted operating earnings (loss) attributable to common [removed: shareholders.][added: shareholders on a total and per share basis.]

Additional detail is provided later in this Form 10-K regarding the net special items referenced in the charts [removed: below.][added: below:]

| [removed: *In millions*] [added: In millions] | | | [removed: 2020] [added: 2021] | | | [added: 2020 | | |] 2019 | | |

| Net Earnings (Loss) Attributable to Shareholders | | | $ | [removed: 482] [added: 1,752] | | $ | [removed: 1,225] [added: 482] | |

| Add back - Non-operating pension expense (income) | | | [removed: (41)] | | | [removed: 36] [added: (47)] | | | [added: | | | (50) | | | | | | (10) | | |]

| Add back - Net special items expense (income) | | | [removed: 762] [added: 371] | | | [removed: 409] [added: 742] | | |

| Income tax effect - Non-operating pension and special items expense | | | [removed: (96)] [added: (38)] | | | [removed: 98] [added: (83)] | | |

| Adjusted Operating Earnings (Loss) Attributable to Shareholders | | | $ | [removed: 1,107] [added: 1,255] | | $ | [removed: 1,768] [added: 848] | |

| | | | [removed: 2020] [added: 2021] | | | [added: 2020 | | |] 2019 | | |

| Diluted Earnings (Loss) Per Share Attributable to Shareholders | | | $ | [removed: 1.22] [added: 4.47] | | $ | [removed: 3.07] [added: 1.22] | |

| Add back - Non-operating pension expense (income) per share | | | [removed: (0.10)] [added: (0.51)] | | | [removed: 0.09] [added: (0.10)] | | |

| October 1, 2021 - October 31, 2021 | | | 2,400 | | | $ | 55.92 | | — | | | $ | 3.34 | |

| November 1, 2021 - November 30, 2021 | | | 3,536,155 | | | 49.09 | | | — | | | 3.16 | | |

| December 1, 2021 - December 31, 2021 | | | 5,206,595 | | | 46.11 | | | — | | | 2.92 | | |

| Total | | | 8,745,150 | | | | | | | | | | | |

The remainder were purchased under a share repurchase program.

This repurchase program does not have an expiration date.

RESERVED](#i988dd6b5140d4a1b8c6b4c50f020743f_2249)

During 2021, International Paper grew revenue and earnings while managing through significant operational and supply chain constraints.

We serviced strong customer demand in a highly challenging operating environment due to continued uncertainties associated with COVID-19.

For much of 2021, we operated with a sub-optimized system, which limited our ability to capture the full opportunity that comes with a strong demand backdrop.

We made strong progress on price realization from prior increases to mitigate the impact of substantial cost pressure from inputs and distribution.

We generated full-year cash from operations of $2.0 billion and free cash flow of $1.5 billion which included approximately $500 million of tax payments associated with various asset monetization transactions completed in 2021, as well as payment of deferred payroll taxes under

the 2020 CARES Act.

In 2021, we further strengthened our balance sheet, reducing debt by $2.5 billion.

Additionally, our U.S. qualified pension plan has a 105% funded status with a surplus of $600 million as of December 31, 2021.

Lastly, we returned $1.6 billion to shareowners, including about $810 million in share repurchases.

In 2021, we announced the Company's Building a Better IP initiative to drive value creation by streamlining and simplifying the Company, increasing efficiency and reducing costs and accelerating profitable growth.

To that end, in 2021 we further focused our portfolio around corrugated packaging with the spin-off of the Printing Papers business as a stand-alone public company, Sylvamo Corporation, and we initiated meaningful actions to materially lower our cost structure and accelerate profitable growth, with a commitment to deliver $350 to $430 million of incremental earnings in 2024.

Comparing our 2021 results to 2020, price and mix improved, with strong price realization across all of our business segments and channels.

Mix was also favorable, driven by solid growth in higher-margin, U.S. packaging channels and lower containerboard exports.

Volume was essentially flat versus the prior year as significant operational and supply chain constraints limited our ability to capture the full benefits of a solid demand backdrop.

This was particularly the case in the fourth quarter 2021, as volume improved less than we anticipated, primarily due to significant Covid-19 omicron variant related labor and supply chain constraints late in the quarter, especially in our U.S. box system.

Our North American Industrial Packaging business operated with depleted inventories throughout much of 2021, which increased costs across our system.

Across the Company, supply chain operating costs increased significantly versus 2020, representing more than half of the increase in operations and costs in 2021.

The second half of 2021 was especially challenging due to slow supply chain velocity and poor logistics reliability, putting additional cost pressure on our manufacturing systems.

Maintenance outage costs increased as planned, following deferrals we chose to make in 2020.

Input costs rose sharply across most categories, with costs increasing throughout 2021, resulting in significantly elevated input cost levels exiting 2021.

Interest expense was substantially lower in 2021, benefiting from significant debt reduction in 2020 and 2021.

Although corporate expenses were lower, there was some offset in the fourth quarter 2021 related to expected dis-synergies, following the spin-off of the Printing Papers business.

Equity earnings improved on strong performance from our Ilim joint venture, partially offset by reduced earnings from Graphic Packaging following the final

monetization of our investment in the first half of 2021.

Volume is expected to be lower in the first quarter 2022 on decreased seasonal demand and the impact of the Covid-19 omicron variant on labor availability and supply chains, although we do expect improvement as the first quarter progresses.

Operations and costs are expected to decrease earnings, including additional costs related to the Prattville mill recovery and start-up costs, following the failure of the high-density storage tank in the fourth quarter 2021 Maintenance outage expense is expected to be significantly higher as the first quarter will be our highest outage quarter this year, representing about 40% of total planned outage costs in 2022.

Input costs are expected to improve on lower recovered fiber and energy costs.

We expect volume to decrease moderately due to on-going vessel delays.

Maintenance outage expense is expected to increase as the first quarter 2022 will also be Global Cellulose Fibers highest maintenance outage quarter in 2022.

Lastly, equity earnings from the Ilim joint venture are expected to improve.

Looking to full-year 2022, year, we expect a solid demand environment for corrugated packaging and pulp, with demand growth normalizing as we recover from the near-term Covid-19 omicron constraints.

We also expect to make good progress on our Building a Better IP initiatives, which will ramp up as the year progresses.

We are well positioned to optimize our containerboard mill and corrugated box system following various disruptions in 2021, which will further improve our operating and distributions costs.

| October 1, 2020 - October 31, 2020 | | | 244 | | | $ | 40.54 | | — | | | $ | 1.73 | |

| November 1, 2020 - November 30, 2020 | | | 1,393 | | | 43.75 | | | — | | | 1.73 | | |

| December 1, 2020 - December 31, 2020 | | | — | | | — | | | — | | | 1.73 | | |

During 2020, 389,100 shares were purchased under our share repurchase program, which was approved on September 30, 2013, and increased twice on July 8, 2014 and October 9, 2018.

[Tab](#i79d97f5822654782b500204d35db2303_10)[le of Contents](#i79d97f5822654782b500204d35db2303_10)

International Paper navigated the impacts of the Covid-19 pandemic in 2020 to deliver solid earnings and outstanding cash generation.

Our 2020 performance demonstrates the strength and resilience of our employees, our diverse customer base and our world class manufacturing and supply chain capabilities.

We ran our manufacturing system well and leveraged the flexibility of our mill and converting systems to overcome significant challenges due to the pandemic, while managing costs extremely well across our three businesses, with no material operational disruptions due to the pandemic.

We continued to grow value for our shareholders with a return above our cost of capital, which marks the eleventh consecutive year with value-creating returns.

We generated full-year cash from operations of $3.1 billion and free cash flow of $2.3 billion.

Given the significant economic uncertainty, we took prudent and early actions to reinforce cash generation and enhance our financial strength.

We continued to execute on our capital allocation framework.

In 2020, we returned $820

million to shareowners and reduced debt by $1.7 billion.

We also invested in our North American and EMEA corrugated packaging businesses to enhance our capabilities and grow earnings.

Finally, in the fourth quarter, we announced plans to spin-off our Printing Papers business into a stand-alone, publicly traded company, which we expect to complete in the third quarter 2021.

Compared to 2019, the Company’s 2020 results reflect strong execution and effective cost management to mitigate the impact of market disruptions associated with the pandemic.

Price and mix were negatively affected by the full-year impact of 2019 price index movements in our North America Packaging business, as well as lower average pricing in our Global Cellulose Fibers and Printing Papers businesses.

Volume was also an earnings headwind due to the unprecedented decline in demand for Printing Papers related to the pandemic.

These price and volume headwinds were partly offset by strong volume growth in our North American Packaging business, outstanding cost management and lower maintenance outage expenses.

During 2020, we made choices around planned maintenance and other spending priorities in response to market disruptions resulting from the pandemic.

Operating costs were higher in 2020, primarily due to higher costs in the latter part of the year, as we flexed our system to meet strong packaging demand.

Overall, input costs were favorable in 2020, driven by lower wood, energy and distribution costs although we did see an increase in recovered fiber, energy and distribution in the fourth quarter.

Equity earnings were lower in 2020 due to decreased Ilim earnings, driven by the challenging global pulp markets along with a foreign exchange loss on Ilim’s U.S. dollar denominated net debt.

Volume is expected to be flat sequentially with continued strong box demand in North America.

Operations and costs are expected to improve sequentially, resulting from the non-repeat of isolated reliability issues and other unfavorable one-time items in the fourth quarter 2020.

Maintenance outage expense is expected to be higher along with increased input costs, mainly due to higher recovered fiber and distribution costs.

Maintenance outage expenses are expected to decrease moderately and input costs are expected to increase on seasonally

In our Printing Papers business, price and mix is expected to be stable and volume is expected to decrease, mostly due to lower seasonal demand in Brazil and Russia.

Operations and costs are expected to improve and maintenance outage expense is expected to be flat.

Lastly, for our Ilim joint venture, we expect lower earnings on the non-repeat of the foreign currency gain on US denominated debt recognized in the fourth quarter 2020.

As we enter 2021, we are mindful that we are still in the midst of a global pandemic and there is still uncertainty.

Accordingly, we remain committed to our COVID-19 principles to focus on what we need to do as a company to remain strong and resilient for all our stakeholders – to keep our employees and contractors safe, to take care of our customers and to maintain our financial strength.

Looking to 2021, we anticipate continued strong demand for corrugated packaging and pulp and are poised to grow earnings.

Our COVID-19 measures are proving to be effective and we have not had any material disruptions to our operations.

We have seen a significant negative impact on demand for our printing papers products.

Demand for our pulp, containerboard and corrugated box products has not been negatively impacted by COVID-19 to date, but our operations in Industrial Packaging experienced higher supply chain costs due to the impacts of COVID-19.

The recent resurgence of the virus in many areas has led to additional governmental measures, such as stay-at-home orders or business and school closures, negatively impacting our supply chain, and therefore our production.

with respect to the various economic reopening plans

and the resurgence of the virus in many areas; additional actions that may be taken by governmental authorities and private businesses to attempt to contain the COVID-19 outbreak or to mitigate its impact; the extent and duration of social distancing and stay-at-home orders; the efficacy of various vaccines; and availability and the ongoing impact of COVID-19 on unemployment, economic activity and consumer confidence.