International Paper (IP) 10-K risk factor changes: FY2022 vs FY2021

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: 2021)] [added: 2022)] was approximately [removed: $23,888,254,007.][added: $15,087,030,329.]

The number of shares outstanding of the Company’s common stock as of February [removed: 11, 2022] [added: 10, 2023] was [removed: 376,364,434.][added: 350,084,361.]

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: 2022] [added: 2023] annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| ITEM 1. | | | [removed: [BUSINESS.](#i988dd6b5140d4a1b8c6b4c50f020743f_16)] [added: [BUSINESS.](#ie6429972d4b84b7d94167d56c702e6af_16)] | | | [removed: [1](#i988dd6b5140d4a1b8c6b4c50f020743f_16)] [added: [1](#ie6429972d4b84b7d94167d56c702e6af_16)] | | |

| | | | [Human [removed: Capital](#i988dd6b5140d4a1b8c6b4c50f020743f_22)] [added: Capital](#ie6429972d4b84b7d94167d56c702e6af_22)] | | | [removed: [1](#i988dd6b5140d4a1b8c6b4c50f020743f_22)] [added: [2](#ie6429972d4b84b7d94167d56c702e6af_22)] | | |

| | | | [Competition and [removed: Costs](#i988dd6b5140d4a1b8c6b4c50f020743f_25)] [added: Costs](#ie6429972d4b84b7d94167d56c702e6af_25)] | | | [removed: [3](#i988dd6b5140d4a1b8c6b4c50f020743f_25)] [added: [3](#ie6429972d4b84b7d94167d56c702e6af_25)] | | |

| | | | [Marketing and [removed: Distribution](#i988dd6b5140d4a1b8c6b4c50f020743f_28)] [added: Distribution](#ie6429972d4b84b7d94167d56c702e6af_28)] | | | [removed: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_28)] [added: [4](#ie6429972d4b84b7d94167d56c702e6af_28)] | | |

| | | | [Description of Principal [removed: Products](#i988dd6b5140d4a1b8c6b4c50f020743f_31)] [added: Products](#ie6429972d4b84b7d94167d56c702e6af_31)] | | | [removed: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_31)] [added: [4](#ie6429972d4b84b7d94167d56c702e6af_31)] | | |

| | | | [Sales Volumes by [removed: Product](#i988dd6b5140d4a1b8c6b4c50f020743f_34)] [added: Product](#ie6429972d4b84b7d94167d56c702e6af_34)] | | | [removed: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_34)] [added: [4](#ie6429972d4b84b7d94167d56c702e6af_34)] | | |

| | | | [Environmental [removed: Protection](#i988dd6b5140d4a1b8c6b4c50f020743f_37)] [added: Protection](#ie6429972d4b84b7d94167d56c702e6af_37)] | | | [removed: [4](#i988dd6b5140d4a1b8c6b4c50f020743f_37)] [added: [4](#ie6429972d4b84b7d94167d56c702e6af_37)] | | |

| | | | [Climate [removed: Change](#i988dd6b5140d4a1b8c6b4c50f020743f_40)] [added: Change](#ie6429972d4b84b7d94167d56c702e6af_40)] | | | [removed: [5](#i988dd6b5140d4a1b8c6b4c50f020743f_40)] [added: [5](#ie6429972d4b84b7d94167d56c702e6af_40)] | | |

| | | | [Information About Our Executive [removed: Officers](#i988dd6b5140d4a1b8c6b4c50f020743f_43)] [added: Officers](#ie6429972d4b84b7d94167d56c702e6af_43)] | | | [removed: [7](#i988dd6b5140d4a1b8c6b4c50f020743f_43)] [added: [7](#ie6429972d4b84b7d94167d56c702e6af_43)] | | |

| | | | [Raw [removed: Materials](#i988dd6b5140d4a1b8c6b4c50f020743f_46)] [added: Materials](#ie6429972d4b84b7d94167d56c702e6af_46)] | | | [removed: [7](#i988dd6b5140d4a1b8c6b4c50f020743f_46)] [added: [7](#ie6429972d4b84b7d94167d56c702e6af_46)] | | |

| | | | [Forward-looking [removed: Statements](#i988dd6b5140d4a1b8c6b4c50f020743f_49)] [added: Statements](#ie6429972d4b84b7d94167d56c702e6af_49)] | | | [removed: [8](#i988dd6b5140d4a1b8c6b4c50f020743f_49)] [added: [8](#ie6429972d4b84b7d94167d56c702e6af_49)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS.](#i988dd6b5140d4a1b8c6b4c50f020743f_52)] [added: FACTORS.](#ie6429972d4b84b7d94167d56c702e6af_52)] | | | [removed: [8](#i988dd6b5140d4a1b8c6b4c50f020743f_52)] [added: [9](#ie6429972d4b84b7d94167d56c702e6af_52)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS.](#i988dd6b5140d4a1b8c6b4c50f020743f_55)] [added: COMMENTS.](#ie6429972d4b84b7d94167d56c702e6af_55)] | | | [removed: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_55)] [added: [21](#ie6429972d4b84b7d94167d56c702e6af_55)] | | |

| ITEM 2. | | | [removed: [PROPERTIES.](#i988dd6b5140d4a1b8c6b4c50f020743f_58)] [added: [PROPERTIES.](#ie6429972d4b84b7d94167d56c702e6af_58)] | | | [removed: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_58)] [added: [21](#ie6429972d4b84b7d94167d56c702e6af_58)] | | |

| | | | [Mills and [removed: Plants](#i988dd6b5140d4a1b8c6b4c50f020743f_64)] [added: Plants](#ie6429972d4b84b7d94167d56c702e6af_61)] | | | [removed: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_64)] [added: [21](#ie6429972d4b84b7d94167d56c702e6af_61)] | | |

| | | | [Capital Investments and [removed: Dispositions](#i988dd6b5140d4a1b8c6b4c50f020743f_67)] [added: Dispositions](#ie6429972d4b84b7d94167d56c702e6af_64)] | | | [removed: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_67)] [added: [21](#ie6429972d4b84b7d94167d56c702e6af_64)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS.](#i988dd6b5140d4a1b8c6b4c50f020743f_70)] [added: PROCEEDINGS.](#ie6429972d4b84b7d94167d56c702e6af_67)] | | | [removed: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_70)] [added: [21](#ie6429972d4b84b7d94167d56c702e6af_67)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES.](#i988dd6b5140d4a1b8c6b4c50f020743f_73)] [added: DISCLOSURES.](#ie6429972d4b84b7d94167d56c702e6af_70)] | | | [removed: [19](#i988dd6b5140d4a1b8c6b4c50f020743f_73)] [added: [21](#ie6429972d4b84b7d94167d56c702e6af_70)] | | |

| PART II. | | | | | | [removed: [20](#i988dd6b5140d4a1b8c6b4c50f020743f_76)] [added: [22](#ie6429972d4b84b7d94167d56c702e6af_73)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#i988dd6b5140d4a1b8c6b4c50f020743f_79)] [added: SECURITIES.](#ie6429972d4b84b7d94167d56c702e6af_76)] | | | [removed: [20](#i988dd6b5140d4a1b8c6b4c50f020743f_79)] [added: [22](#ie6429972d4b84b7d94167d56c702e6af_76)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#i988dd6b5140d4a1b8c6b4c50f020743f_85)] [added: OPERATIONS.](#ie6429972d4b84b7d94167d56c702e6af_85)] | | | [removed: [22](#i988dd6b5140d4a1b8c6b4c50f020743f_85)] [added: [23](#ie6429972d4b84b7d94167d56c702e6af_85)] | | |

| | | | [Executive [removed: Summary](#i988dd6b5140d4a1b8c6b4c50f020743f_88)] [added: Summary](#ie6429972d4b84b7d94167d56c702e6af_88)] | | | [removed: [22](#i988dd6b5140d4a1b8c6b4c50f020743f_88)] [added: [24](#ie6429972d4b84b7d94167d56c702e6af_88)] | | |

| | | | [Results of [removed: Operations](#i988dd6b5140d4a1b8c6b4c50f020743f_91)] [added: Operations](#ie6429972d4b84b7d94167d56c702e6af_91)] | | | [removed: [26](#i988dd6b5140d4a1b8c6b4c50f020743f_91)] [added: [28](#ie6429972d4b84b7d94167d56c702e6af_91)] | | |

| | | | [Description of Business [removed: Segments](#i988dd6b5140d4a1b8c6b4c50f020743f_94)] [added: Segments](#ie6429972d4b84b7d94167d56c702e6af_94)] | | | [removed: [28](#i988dd6b5140d4a1b8c6b4c50f020743f_94)] [added: [31](#ie6429972d4b84b7d94167d56c702e6af_94)] | | |

| | | | [Business Segment [removed: Results](#i988dd6b5140d4a1b8c6b4c50f020743f_97)] [added: Results](#ie6429972d4b84b7d94167d56c702e6af_97)] | | | [removed: [29](#i988dd6b5140d4a1b8c6b4c50f020743f_97)] [added: [32](#ie6429972d4b84b7d94167d56c702e6af_97)] | | |

| | | | [Liquidity and Capital [removed: Resources](#i988dd6b5140d4a1b8c6b4c50f020743f_100)] [added: Resources](#ie6429972d4b84b7d94167d56c702e6af_100)] | | | [removed: [31](#i988dd6b5140d4a1b8c6b4c50f020743f_100)] [added: [33](#ie6429972d4b84b7d94167d56c702e6af_100)] | | |

| | | | [Critical Accounting Policies and Significant Accounting [removed: Estimates](#i988dd6b5140d4a1b8c6b4c50f020743f_103)] [added: Estimates](#ie6429972d4b84b7d94167d56c702e6af_103)] | | | [removed: [35](#i988dd6b5140d4a1b8c6b4c50f020743f_103)] [added: [37](#ie6429972d4b84b7d94167d56c702e6af_103)] | | |

| | | | [Recent Accounting [removed: Developments](#i988dd6b5140d4a1b8c6b4c50f020743f_109)] [added: Developments](#ie6429972d4b84b7d94167d56c702e6af_109)] | | | [removed: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_109)] [added: [40](#ie6429972d4b84b7d94167d56c702e6af_109)] | | |

| | | | [Legal [removed: Proceedings](#i988dd6b5140d4a1b8c6b4c50f020743f_106)] [added: Proceedings](#ie6429972d4b84b7d94167d56c702e6af_106)] | | | [removed: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_106)] [added: [40](#ie6429972d4b84b7d94167d56c702e6af_106)] | | |

| | | | [Effect of [removed: Inflation](#i988dd6b5140d4a1b8c6b4c50f020743f_112)] [added: Inflation](#ie6429972d4b84b7d94167d56c702e6af_112)] | | | [removed: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_112)] [added: [40](#ie6429972d4b84b7d94167d56c702e6af_112)] | | |

| | | | [Foreign Currency [removed: Effects](#i988dd6b5140d4a1b8c6b4c50f020743f_115)] [added: Effects](#ie6429972d4b84b7d94167d56c702e6af_115)] | | | [removed: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_115)] [added: [41](#ie6429972d4b84b7d94167d56c702e6af_115)] | | |

| | | | [Market [removed: Risk](#i988dd6b5140d4a1b8c6b4c50f020743f_118)] [added: Risk](#ie6429972d4b84b7d94167d56c702e6af_118)] | | | [removed: [39](#i988dd6b5140d4a1b8c6b4c50f020743f_118)] [added: [41](#ie6429972d4b84b7d94167d56c702e6af_118)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT [removed: MARKET](#i988dd6b5140d4a1b8c6b4c50f020743f_121)[ ](#i988dd6b5140d4a1b8c6b4c50f020743f_121)[RISK.](#i988dd6b5140d4a1b8c6b4c50f020743f_121)] [added: MARKET](#ie6429972d4b84b7d94167d56c702e6af_121)[ ](#ie6429972d4b84b7d94167d56c702e6af_121)[RISK.](#ie6429972d4b84b7d94167d56c702e6af_121)] | | | [removed: [40](#i988dd6b5140d4a1b8c6b4c50f020743f_121)] [added: [42](#ie6429972d4b84b7d94167d56c702e6af_121)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#i988dd6b5140d4a1b8c6b4c50f020743f_124)] [added: DATA.](#ie6429972d4b84b7d94167d56c702e6af_124)] | | | [removed: [41](#i988dd6b5140d4a1b8c6b4c50f020743f_124)] [added: [43](#ie6429972d4b84b7d94167d56c702e6af_124)] | | |

| | | | [Report of Management on Financial Statements, Internal Control [removed: over](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[ ](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[Financial] [added: over](#ie6429972d4b84b7d94167d56c702e6af_127)[ ](#ie6429972d4b84b7d94167d56c702e6af_127)[Financial] Reporting and Internal Control Environment and Board [removed: of](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[ ](#i988dd6b5140d4a1b8c6b4c50f020743f_127)[Directors Oversight](#i988dd6b5140d4a1b8c6b4c50f020743f_127)] [added: of](#ie6429972d4b84b7d94167d56c702e6af_127)[ ](#ie6429972d4b84b7d94167d56c702e6af_127)[Directors Oversight](#ie6429972d4b84b7d94167d56c702e6af_127)] | | | [removed: [41](#i988dd6b5140d4a1b8c6b4c50f020743f_127)] [added: [43](#ie6429972d4b84b7d94167d56c702e6af_127)] | | |

| | | | [Reports of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#i988dd6b5140d4a1b8c6b4c50f020743f_130)] [added: Firm](#ie6429972d4b84b7d94167d56c702e6af_130)] | | | [removed: [43](#i988dd6b5140d4a1b8c6b4c50f020743f_130)] [added: [45](#ie6429972d4b84b7d94167d56c702e6af_130)] | | |

| | | | | | | 12/31/2022 | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| PART I. | | | | | | [1](#ie6429972d4b84b7d94167d56c702e6af_13) | | |

| | | | [General](#ie6429972d4b84b7d94167d56c702e6af_19) | | | [1](#ie6429972d4b84b7d94167d56c702e6af_19) | | |

FOR THE YEAR ENDED DECEMBER 31, 2022

| | | | [SIGNATURES](#ie6429972d4b84b7d94167d56c702e6af_262) | | | [100](#ie6429972d4b84b7d94167d56c702e6af_262) | | |

| APPENDIX I | | | [2022 LISTING OF FACILITIES](#ie6429972d4b84b7d94167d56c702e6af_265) | | | [A-1](#ie6429972d4b84b7d94167d56c702e6af_265) | | |

| APPENDIX II | | | [2022 CAPACITY INFORMATION](#ie6429972d4b84b7d94167d56c702e6af_268) | | | [A-](#ie6429972d4b84b7d94167d56c702e6af_268)[3](#ie6429972d4b84b7d94167d56c702e6af_268) | | |

[PART I.](#ie6429972d4b84b7d94167d56c702e6af_13)

BUSINESS](#ie6429972d4b84b7d94167d56c702e6af_16)

[GENERAL](#ie6429972d4b84b7d94167d56c702e6af_19)

The Company recently announced it has reached an agreement to sell its equity investment in Ilim S.A. ("Ilim"), and has also received from the same purchaser an indication of interest to purchase its equity investment in JSC Ilim Group ("Ilim Group" together with Ilim, the Ilim joint venture).

As a result, all current and historical results of the Ilim investment reportable segment are presented as Discontinued Operations, net of taxes.

See discussion in [Note 11 - Equity Method Investments](#ie6429972d4b84b7d94167d56c702e6af_181) on page 66 through 68 of [Item 8.

Financial Statements and Supplementary Data](#ie6429972d4b84b7d94167d56c702e6af_124).

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie6429972d4b84b7d94167d56c702e6af_85).

Our website contains a significant amount of information about the Company, including our SEC filings and financial and other information for investors.

The information that we post*

*on our website could be deemed to be material information.

We encourage investors, the media, and others interested in the Company to visit this website from time to time, as information is updated and new information is posted.

We regularly conduct safety leadership training at all levels of the Company.

On the converting side of our business, approximately 200 front line and future leaders participated in our multi-day in-person Leadership Application and Professional Development and Manufacturing Management Associate Programs.

Across the enterprise in 2022, employees completed 3.4 million learning activities through our Learning Management Service (LMS) system.

RETAIN QUALIFIED PERSONNEL, INCLUDING KEY MANAGEMENT PERSONNEL.

We have a Global Diversity and Inclusion Council comprised of senior leaders in the Company.

We have increased representation of engineers in our REACH program.

GLOBAL CITIZENSHIP AND COMMUNITY ENGAGEMENT

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie6429972d4b84b7d94167d56c702e6af_85).

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie6429972d4b84b7d94167d56c702e6af_85).

Our continuing objectives include: (1)

As portions of these MACT and RTR regulations have

We identify and evaluate physical and transition climate-related risks through our enterprise risk management process.

At the end of use, the majority of

future expenditures to meet GHG emission reduction obligations.

Ellis, 52, senior vice president - global cellulose fibers and IP Asia since January 2023.

Aimee K.

Gregg, 44, senior vice president, supply chain & information technology, since January 2023.

Prior to this role, Ms. Gregg served as vice president and general manager, Containerboard & Recycling, from September 2020 until January 2023; vice president, Recycling & Recovered Fiber, from 2018 until 2020, and general manager, recycling, from 2016 to 2018.

Thomas Hamic, 57, senior vice president - North American container and chief commercial officer since January 2023.

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

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

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

| | | | [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)

The Company’s equity interest in Ilim S.A. ("Ilim") is also a separate reportable industry segment.

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.

See discussion on page 27 of [Item 7.

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.

Throughout the COVID-19 pandemic, we have remained focused on protecting the health and safety of our employees while meeting the needs of our customers.

Most of our manufacturing and converting

facilities were deemed essential and have remained open and operational during the pandemic, and all of our manufacturing and converting facilities are currently operational.

The health and safety of our employees and contractors is our most important responsibility as we manage through the COVID-19 pandemic.

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.

In 2021, 943 new hourly operations and maintenance employees at our mills participated in new hire integration training.

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

We have increased representation of women engineers in our REACH program by 39% with the Class of 2022, compared with the Class of 2021.

CITIZENSHIP

impact of these factors on operating profits on pages 22 through 31 of [Item 7.

Excludes volumes of businesses conveyed to Sylvamo Corporation.*

permits or analogous authorizations issued by various governmental authorities.

managed forests and recycled raw materials to create our products.

Neither the direct nor indirect impacts of the EU ETS have been material to

and known and unknown risks and uncertainties, some of which are beyond our control.

December 2016, senior vice president - printing and communications papers of the Americas from November 2011 through October 2014, senior vice president and chief financial officer from 2007 until 2011, vice president and executive project leader of IP Europe during 2007, and vice president and chief financial officer - IP Europe from 2005 until 2007.

Sharon R.

Ms. Ryan previously served as vice president, acting general counsel & corporate secretary from May 2011 until November 2011, vice president from March 2011 until May 2011, associate general counsel, chief ethics and compliance officer from 2009 until 2011, and associate general counsel from 2006 until 2009.

adhesives.

Factors which could cause actual results to differ include but are not limited to: (i) developments related to the COVID-19 pandemic, including the severity, magnitude and duration of the pandemic, the spread of new variants of the virus (including potential variants that may be more resistant to currently available vaccines and treatment), the effectiveness, acceptance and availability of vaccines, booster shots and medications, and associated levels of vaccination impacts of actions that may be taken by governmental authorities and private businesses in response to the pandemic, including vaccine mandates, impacts of the pandemic on global and domestic economic conditions, including with respect to commercial activity, our customers and business partners, consumer preferences and demand, supply chain shortages and disruptions, inflationary pressures and disruptions in the credit, capital or financial markets; (ii) 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 GHGs and other environmental, social and governance matters, (iii) the level of our indebtedness and changes in interest rates; (iv) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy sources and transportation sources, the availability of labor and competitive labor market conditions, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products (including any such changes resulting from the COVID-19 pandemic); (v) domestic and global economic conditions and political changes, 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; (vi) the amount of our future pension funding obligations, and pension and healthcare costs; (vii) unanticipated expenditures or

Company’s actual results to differ materially from those projected in any forward-looking statement.

Economic recovery in the United States and various other regions of the world has continued but may be threatened by the continued adverse public health impacts of COVID-19 and other factors.

Most of our manufacturing and converting facilities have remained open and operational during the pandemic, and at the current time our manufacturing and converting facilities are generally operational.

As of February [removed: 11, 2022,] [added: 10, 2023,] there were approximately [removed: 8,963] [added: 8,608] record holders of common stock of the Company.

[removed: *(a)12,661] [added: *(a)13,061] shares were acquired from employees or board members as a result of share withholdings to pay income taxes under the Company's restricted stock program.

This repurchase program does not have an expiration [removed: date.][added: date.*]

As of December 31, [removed: 2021,] [added: 2022] approximately [removed: $2.9] [added: $3.16] billion aggregate [removed: amount of] shares of our common stock remained authorized for [removed: purchase] [added: repurchase] under [removed: this program.*][added: a previous Board authorization.]

The following line graph compares a $100 investment in Company stock on December 31, [removed: 2016] [added: 2017] with a $100 investment in our Peer Group and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, [removed: 2016.][added: 2017.]

The graph portrays total return, [removed: 2016-2021,] [added: 2017-2022,] assuming reinvestment of all dividends.

[removed: ][added: ]

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i988dd6b5140d4a1b8c6b4c50f020743f_85)][added: OPERATIONS](#ie6429972d4b84b7d94167d56c702e6af_85)]

[removed: 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.

The following generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

[removed: Discussion of historical items in 2019, and] year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020,] [added: 2021,] filed with the SEC on February [removed: 19, 2021,] [added: 18, 2022,] under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

[EXECUTIVE [removed: SUMMARY](#i988dd6b5140d4a1b8c6b4c50f020743f_88)][added: SUMMARY](#ie6429972d4b84b7d94167d56c702e6af_88)]

Full-year [removed: 2021] [added: 2022] net earnings attributable to shareholders were [removed: $1.8] [added: $1.5] billion [removed: ($4.47] [added: ($4.10] per diluted share) compared with [removed: $482 million ($1.22] [added: $1.8 billion ($4.47] per diluted share) for full-year [removed: 2020.][added: 2021.]

During [removed: 2021,] [added: 2022,] International Paper grew revenue and [removed: earnings] [added: earnings, driven by solid commercial and operational performance,] while [removed: managing through] [added: facing] significant [removed: operational] [added: inflation] and [removed: supply chain constraints.][added: lower demand.]

Looking ahead to the first quarter [removed: 2022,] [added: 2023,] as compared to the fourth quarter [removed: 2021,] [added: 2022,] in our Industrial Packaging business, we expect [removed: to realize gains related] [added: price and mix] to [removed: the August 2021 published] [added: be lower based on prior] price [removed: movement.][added: index movements and lower average export prices.]

[removed: 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 [removed: 2022.][added: 2023.]

Input costs are expected to improve on lower [removed: recovered fiber] [added: average costs for energy, fuel] and [removed: energy costs.][added: fiber.]

In [added: our] Global Cellulose [removed: fibers] [added: Fibers business,] we expect [removed: our] price and mix [removed: combined] to [removed: be stable.][added: improve.]

Operations and costs are expected to increase [removed: related to higher seasonal costs and] [added: on] the non-repeat of a favorable [removed: LIFO benefit] [added: one-time items] in the fourth quarter [removed: 2021.][added: 2022.]

Maintenance outage expense is expected to increase as the first quarter [removed: 2022] [added: 2023] will also be Global Cellulose Fibers highest maintenance outage quarter in [removed: 2022.][added: 2023.]

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 [added: special items) from net earnings (loss) attributable to shareholders reported under GAAP.]

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

| Net Earnings (Loss) Attributable to Shareholders | | | $ | [removed: 1,752] [added: 1,504] | | $ | [removed: 482] [added: 1,752] | |

| Less - Discontinued [removed: operations] [added: operations, net of taxes] (gain) loss | | | [removed: (630)] | | | [removed: (252)] [added: 489] | | | [added: | | | (64) | | | | | | (58) | | |]

| Earnings (Loss) from Continuing Operations | | | [removed: 1,122] [added: 1,741] | | | [removed: 230] [added: 811] | | |

| Add back - Non-operating pension expense (income) | | | [removed: (200)] [added: (192)] | | | [removed: (41)] [added: (200)] | | |

| Add back - Net special items expense (income) | | | [removed: 371] [added: 233] | | | [removed: 742] [added: 371] | | |

| Income tax effect - Non-operating pension and special items expense | | | [removed: (38)] [added: (614)] | | | [removed: (83)] [added: (38)] | | |

| Adjusted Operating Earnings (Loss) Attributable to Shareholders | | | $ | [removed: 1,255] [added: 1,168] | | $ | [removed: 848] [added: 944] | |

| | | | [removed: 2021] [added: 2022] | | | [added: 2021 | | |] 2020 | | |

| Diluted Earnings (Loss) Per Share Attributable to Shareholders | | | $ | [removed: 4.47] [added: 4.10] | | $ | [removed: 1.22] [added: 4.47] | |

| Less - Discontinued [removed: operations] [added: operations, net of taxes] (gain) loss per share | | | [removed: (1.61)] [added: 0.64] | | | [removed: (0.64)] [added: (2.40)] | | |

| Diluted Earnings (Loss) Per Share from Continuing Operations | | | [removed: 2.86] [added: 4.74] | | | [removed: 0.58] [added: 2.07] | | |

| Add back - Non-operating pension expense (income) per share | | | [removed: (0.51)] [added: (0.52)] | | | [removed: (0.10)] [added: (0.51)] | | |

| Add back - Net special items expense (income) per share | | | [removed: 0.94] [added: 0.63] | | | [removed: 1.88] [added: 0.94] | | |

| Income tax effect per share - Non-operating pension and special items expense | | | [removed: (0.09)] [added: (1.67)] | | | [removed: (0.22)] [added: (0.09)] | | |

| Adjusted Operating Earnings (Loss) Per Share Attributable to Shareholders | | | $ | [removed: 3.20] [added: 3.18] | | $ | [removed: 2.14] [added: 2.41] | |

| *In millions* | | | | | | Three Months Ended December 31, [removed: 2021] [added: 2022] | | | | | | Three Months Ended September 30, [removed: 2021] [added: 2022] | | | | | | Three Months Ended December 31, [removed: 2020] [added: 2021] | | |

| Net Earnings (Loss) Attributable to Shareholders | | | | | | $ | [removed: 107] [added: (318)] | | | | | $ | [removed: 864] [added: 951] | | | | | $ | [removed: 153] [added: 107] | |

| October 1, 2022 - October 31, 2022 | | | 12,056 | | | $ | 31.70 | | — | | | $ | 3.35 | |

| November 1, 2022 - November 30, 2022 | | | 3,075,160 | | | 34.83 | | | 3,074,156 | | | 3.25 | | |

| December 1, 2022 - December 31, 2022 | | | 2,314,920 | | | 36.30 | | | 2,314,920 | | | 3.16 | | |

| Total | | | 5,402,136 | | | | | | | | | | | |

This authorization was increased by our Board on October 11, 2022, up to a total of $3.35 billion shares.

RESERVED](#ie6429972d4b84b7d94167d56c702e6af_82)

In addition to historical consolidated financial information, the following discussion

Discussion of historical items in 2020, and

Our businesses generated improved earnings as profit improvement initiatives and price realization offset significant inflationary cost headwinds.

We continued to make solid progress in our Building a Better IP initiatives, delivering $250 million of earnings benefits through initiatives focused on lowering our cost structure and accelerating profitable growth.

As a result, we exceeded our full-year target and have strong momentum going forward.

We made strategic investments, primarily in our Industrial Packaging business, in support of profitable growth and will continue to make such investments to grow earnings and cash generation by building additional capabilities and capacity in our U.S. box system.

We made significant progress toward achieving value-creating returns in our Global Cellulose Fibers business by delivering $100 million of earnings growth in 2022.

The business expects to continue the earnings improvement in 2023.

We generated full-year cash from operations of $2.2 billion and free cash flow of $1.2 billion.

Our continued solid cash generation enabled us to return $1.93 billion to shareholders, including $1.26 billion in share repurchases and $673 million in dividend payments.

Finally, we reached agreement to sell our 50% interest in Ilim SA to our joint venture partners for $484 million.

Additionally, our partners have expressed interest in purchasing our shares in JSC Ilim Group for $24 million.

Upon sale of our interests in the Ilim joint venture, which are subject to regulatory approval, we will no longer have investments in Russia.

Comparing our 2022 results to 2021, price and mix improved significantly for both the North American Industrial Packaging and Global Cellulose Fibers businesses, with strong price realization across all of our channels, along with the benefits of commercial initiatives.

Volume was lower in our North American Industrial Packaging business following stronger packaging demand in 2021 as consumers had pulled forward purchases of goods during the pandemic.

In

2022, demand was also negatively impacted as consumers shifted priorities toward both non-discretionary goods as well as services while dealing with inflation.

Operating costs were negatively impacted by lower volumes in our North American Industrial Packaging business.

High inflation on materials and services also negatively impacted operating costs in our North American Industrial Packaging and Global Cellulose Fibers businesses.

Rising supply chain costs negatively impacted both businesses during 2022.

Higher operating costs were partially offset by improved mill performance and reliability.

Maintenance outage expense increased, as planned, impacted by high inflation on equipment, parts and contracted services.

Input costs rose sharply across nearly all categories, with higher energy and fuel costs being the leading drivers.

Corporate expenses were favorable driven by overhead streamlining initiatives.

Volume is expected to be higher in the first quarter 2023 due to four more shipping days in North America, partially offset by normal seasonal declines in North America.

Operations and costs are expected to decrease earnings due to the non-repeat of favorable one-time items in the fourth quarter 2022, seasonally higher energy consumption and additional inflation on materials and services.

We expect volume to decrease due to seasonally lower demand and customer inventory destocking in response to increased supply chain velocity.

Operations and costs will also be impacted by higher unabsorbed fixed costs due to lower volumes, seasonally higher energy consumption and additional inflation on materials and services.

Input costs are expected to decrease driven by lower energy and fiber.

Looking to full-year 2023, we believe we have significant opportunities to reduce high marginal costs across our system and capture further benefits from our Building a Better IP initiatives.

The Building a Better IP initiatives are focused on continuing to

invest in projects to drive structural cost reduction through efficiency improvements and accelerating profitable growth.

We expect continued momentum from these initiatives as we move into 2023 including meaningful earnings growth in our Global Cellulose Fibers business as a result of our commercial strategy execution.

We expect cash from operations ranging from $1.9 billion to $2.3 billion with free cash flow of $0.9 billion to $1.1 billion.

Our ability to pay dividends is, and in the future may continue to be, limited by the terms of our debt documents.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | | | | | | | | | | |

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 $3.3 billion of shares of our common stock.

RESERVED](#i988dd6b5140d4a1b8c6b4c50f020743f_2249)

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.

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

Input costs are expected to be slightly higher due mostly to higher energy costs.

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.

With respect to our capital allocation, we are targeting capital expenditures of $1.1 billion.