International Paper (IP) 10-K risk factor changes: FY2023 vs FY2022

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: 2022)] [added: 2023)] was approximately [removed: $15,087,030,329.][added: $10,960,397,116.]

The number of shares outstanding of the Company’s common stock as of February [removed: 10, 2023] [added: 9, 2024] was [removed: 350,084,361.][added: 346,353,824.]

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: 2023] [added: 2024] annual meeting of shareholders are incorporated by reference into Part III of this Form 10-K.

FOR THE YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| ITEM 1. | | | [removed: [BUSINESS.](#ie6429972d4b84b7d94167d56c702e6af_16)] [added: [BUSINESS.](#i70edb4f26fa942c5bf19ab3232fdec4d_16)] | | | [removed: [1](#ie6429972d4b84b7d94167d56c702e6af_16)] [added: [1](#i70edb4f26fa942c5bf19ab3232fdec4d_16)] | | |

| | | | [Human [removed: Capital](#ie6429972d4b84b7d94167d56c702e6af_22)] [added: Capital](#i70edb4f26fa942c5bf19ab3232fdec4d_22)] | | | [removed: [2](#ie6429972d4b84b7d94167d56c702e6af_22)] [added: [2](#i70edb4f26fa942c5bf19ab3232fdec4d_22)] | | |

| | | | [Competition and [removed: Costs](#ie6429972d4b84b7d94167d56c702e6af_25)] [added: Costs](#i70edb4f26fa942c5bf19ab3232fdec4d_25)] | | | [removed: [3](#ie6429972d4b84b7d94167d56c702e6af_25)] [added: [4](#i70edb4f26fa942c5bf19ab3232fdec4d_25)] | | |

| | | | [Marketing and [removed: Distribution](#ie6429972d4b84b7d94167d56c702e6af_28)] [added: Distribution](#i70edb4f26fa942c5bf19ab3232fdec4d_28)] | | | [removed: [4](#ie6429972d4b84b7d94167d56c702e6af_28)] [added: [5](#i70edb4f26fa942c5bf19ab3232fdec4d_28)] | | |

| | | | [Description of Principal [removed: Products](#ie6429972d4b84b7d94167d56c702e6af_31)] [added: Products](#i70edb4f26fa942c5bf19ab3232fdec4d_31)] | | | [removed: [4](#ie6429972d4b84b7d94167d56c702e6af_31)] [added: [5](#i70edb4f26fa942c5bf19ab3232fdec4d_31)] | | |

| | | | [Sales Volumes by [removed: Product](#ie6429972d4b84b7d94167d56c702e6af_34)] [added: Product](#i70edb4f26fa942c5bf19ab3232fdec4d_34)] | | | [removed: [4](#ie6429972d4b84b7d94167d56c702e6af_34)] [added: [5](#i70edb4f26fa942c5bf19ab3232fdec4d_34)] | | |

| | | | [Environmental [removed: Protection](#ie6429972d4b84b7d94167d56c702e6af_37)] [added: Protection](#i70edb4f26fa942c5bf19ab3232fdec4d_37)] | | | [removed: [4](#ie6429972d4b84b7d94167d56c702e6af_37)] [added: [5](#i70edb4f26fa942c5bf19ab3232fdec4d_37)] | | |

| | | | [Climate [removed: Change](#ie6429972d4b84b7d94167d56c702e6af_40)] [added: Change](#i70edb4f26fa942c5bf19ab3232fdec4d_40)] | | | [removed: [5](#ie6429972d4b84b7d94167d56c702e6af_40)] [added: [6](#i70edb4f26fa942c5bf19ab3232fdec4d_40)] | | |

| | | | [Raw [removed: Materials](#ie6429972d4b84b7d94167d56c702e6af_46)] [added: Materials](#i70edb4f26fa942c5bf19ab3232fdec4d_43)] | | | [removed: [7](#ie6429972d4b84b7d94167d56c702e6af_46)] [added: [9](#i70edb4f26fa942c5bf19ab3232fdec4d_43)] | | |

| | | | [Information About Our Executive [removed: Officers](#ie6429972d4b84b7d94167d56c702e6af_43)] [added: Officers](#i70edb4f26fa942c5bf19ab3232fdec4d_46)] | | | [removed: [7](#ie6429972d4b84b7d94167d56c702e6af_43)] [added: [9](#i70edb4f26fa942c5bf19ab3232fdec4d_46)] | | |

| | | | [Forward-looking [removed: Statements](#ie6429972d4b84b7d94167d56c702e6af_49)] [added: Statements](#i70edb4f26fa942c5bf19ab3232fdec4d_49)] | | | [removed: [8](#ie6429972d4b84b7d94167d56c702e6af_49)] [added: [10](#i70edb4f26fa942c5bf19ab3232fdec4d_49)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS.](#ie6429972d4b84b7d94167d56c702e6af_52)] [added: FACTORS.](#i70edb4f26fa942c5bf19ab3232fdec4d_52)] | | | [removed: [9](#ie6429972d4b84b7d94167d56c702e6af_52)] [added: [11](#i70edb4f26fa942c5bf19ab3232fdec4d_52)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS.](#ie6429972d4b84b7d94167d56c702e6af_55)] [added: COMMENTS.](#i70edb4f26fa942c5bf19ab3232fdec4d_55)] | | | [removed: [21](#ie6429972d4b84b7d94167d56c702e6af_55)] [added: [22](#i70edb4f26fa942c5bf19ab3232fdec4d_55)] | | |

| ITEM 2. | | | [removed: [PROPERTIES.](#ie6429972d4b84b7d94167d56c702e6af_58)] [added: [PROPERTIES.](#i70edb4f26fa942c5bf19ab3232fdec4d_58)] | | | [removed: [21](#ie6429972d4b84b7d94167d56c702e6af_58)] [added: [24](#i70edb4f26fa942c5bf19ab3232fdec4d_58)] | | |

| | | | [Mills and [removed: Plants](#ie6429972d4b84b7d94167d56c702e6af_61)] [added: Plants](#i70edb4f26fa942c5bf19ab3232fdec4d_61)] | | | [removed: [21](#ie6429972d4b84b7d94167d56c702e6af_61)] [added: [24](#i70edb4f26fa942c5bf19ab3232fdec4d_61)] | | |

| | | | [Capital Investments and [removed: Dispositions](#ie6429972d4b84b7d94167d56c702e6af_64)] [added: Dispositions](#i70edb4f26fa942c5bf19ab3232fdec4d_64)] | | | [removed: [21](#ie6429972d4b84b7d94167d56c702e6af_64)] [added: [24](#i70edb4f26fa942c5bf19ab3232fdec4d_64)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS.](#ie6429972d4b84b7d94167d56c702e6af_67)] [added: PROCEEDINGS.](#i70edb4f26fa942c5bf19ab3232fdec4d_67)] | | | [removed: [21](#ie6429972d4b84b7d94167d56c702e6af_67)] [added: [25](#i70edb4f26fa942c5bf19ab3232fdec4d_67)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES.](#ie6429972d4b84b7d94167d56c702e6af_70)] [added: DISCLOSURES.](#i70edb4f26fa942c5bf19ab3232fdec4d_70)] | | | [removed: [21](#ie6429972d4b84b7d94167d56c702e6af_70)] [added: [25](#i70edb4f26fa942c5bf19ab3232fdec4d_70)] | | |

| PART II. | | | | | | [removed: [22](#ie6429972d4b84b7d94167d56c702e6af_73)] [added: [26](#i70edb4f26fa942c5bf19ab3232fdec4d_73)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES.](#ie6429972d4b84b7d94167d56c702e6af_76)] [added: SECURITIES.](#i70edb4f26fa942c5bf19ab3232fdec4d_76)] | | | [removed: [22](#ie6429972d4b84b7d94167d56c702e6af_76)] [added: [26](#i70edb4f26fa942c5bf19ab3232fdec4d_76)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS.](#ie6429972d4b84b7d94167d56c702e6af_85)] [added: OPERATIONS.](#i70edb4f26fa942c5bf19ab3232fdec4d_85)] | | | [removed: [23](#ie6429972d4b84b7d94167d56c702e6af_85)] [added: [27](#i70edb4f26fa942c5bf19ab3232fdec4d_85)] | | |

| | | | [Executive [removed: Summary](#ie6429972d4b84b7d94167d56c702e6af_88)] [added: Summary](#i70edb4f26fa942c5bf19ab3232fdec4d_88)] | | | [removed: [24](#ie6429972d4b84b7d94167d56c702e6af_88)] [added: [28](#i70edb4f26fa942c5bf19ab3232fdec4d_88)] | | |

| | | | [Results of [removed: Operations](#ie6429972d4b84b7d94167d56c702e6af_91)] [added: Operations](#i70edb4f26fa942c5bf19ab3232fdec4d_91)] | | | [removed: [28](#ie6429972d4b84b7d94167d56c702e6af_91)] [added: [32](#i70edb4f26fa942c5bf19ab3232fdec4d_91)] | | |

| | | | [Description of Business [removed: Segments](#ie6429972d4b84b7d94167d56c702e6af_94)] [added: Segments](#i70edb4f26fa942c5bf19ab3232fdec4d_94)] | | | [removed: [31](#ie6429972d4b84b7d94167d56c702e6af_94)] [added: [35](#i70edb4f26fa942c5bf19ab3232fdec4d_94)] | | |

| | | | [Business Segment [removed: Results](#ie6429972d4b84b7d94167d56c702e6af_97)] [added: Results](#i70edb4f26fa942c5bf19ab3232fdec4d_97)] | | | [removed: [32](#ie6429972d4b84b7d94167d56c702e6af_97)] [added: [36](#i70edb4f26fa942c5bf19ab3232fdec4d_97)] | | |

| | | | [Liquidity and Capital [removed: Resources](#ie6429972d4b84b7d94167d56c702e6af_100)] [added: Resources](#i70edb4f26fa942c5bf19ab3232fdec4d_100)] | | | [removed: [33](#ie6429972d4b84b7d94167d56c702e6af_100)] [added: [37](#i70edb4f26fa942c5bf19ab3232fdec4d_100)] | | |

| | | | [Critical Accounting Policies and Significant Accounting [removed: Estimates](#ie6429972d4b84b7d94167d56c702e6af_103)] [added: Estimates](#i70edb4f26fa942c5bf19ab3232fdec4d_103)] | | | [removed: [37](#ie6429972d4b84b7d94167d56c702e6af_103)] [added: [41](#i70edb4f26fa942c5bf19ab3232fdec4d_103)] | | |

| | | | [Recent Accounting [removed: Developments](#ie6429972d4b84b7d94167d56c702e6af_109)] [added: Developments](#i70edb4f26fa942c5bf19ab3232fdec4d_109)] | | | [removed: [40](#ie6429972d4b84b7d94167d56c702e6af_109)] [added: [44](#i70edb4f26fa942c5bf19ab3232fdec4d_109)] | | |

| | | | [Legal [removed: Proceedings](#ie6429972d4b84b7d94167d56c702e6af_106)] [added: Proceedings](#i70edb4f26fa942c5bf19ab3232fdec4d_106)] | | | [removed: [40](#ie6429972d4b84b7d94167d56c702e6af_106)] [added: [43](#i70edb4f26fa942c5bf19ab3232fdec4d_106)] | | |

| | | | [Effect of [removed: Inflation](#ie6429972d4b84b7d94167d56c702e6af_112)] [added: Inflation](#i70edb4f26fa942c5bf19ab3232fdec4d_112)] | | | [removed: [40](#ie6429972d4b84b7d94167d56c702e6af_112)] [added: [44](#i70edb4f26fa942c5bf19ab3232fdec4d_112)] | | |

| | | | [Foreign Currency [removed: Effects](#ie6429972d4b84b7d94167d56c702e6af_115)] [added: Effects](#i70edb4f26fa942c5bf19ab3232fdec4d_115)] | | | [removed: [41](#ie6429972d4b84b7d94167d56c702e6af_115)] [added: [44](#i70edb4f26fa942c5bf19ab3232fdec4d_115)] | | |

| | | | [Market [removed: Risk](#ie6429972d4b84b7d94167d56c702e6af_118)] [added: Risk](#i70edb4f26fa942c5bf19ab3232fdec4d_118)] | | | [removed: [41](#ie6429972d4b84b7d94167d56c702e6af_118)] [added: [44](#i70edb4f26fa942c5bf19ab3232fdec4d_118)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT [removed: MARKET](#ie6429972d4b84b7d94167d56c702e6af_121)[ ](#ie6429972d4b84b7d94167d56c702e6af_121)[RISK.](#ie6429972d4b84b7d94167d56c702e6af_121)] [added: MARKET](#i70edb4f26fa942c5bf19ab3232fdec4d_121)[ ](#i70edb4f26fa942c5bf19ab3232fdec4d_121)[RISK.](#i70edb4f26fa942c5bf19ab3232fdec4d_121)] | | | [removed: [42](#ie6429972d4b84b7d94167d56c702e6af_121)] [added: [45](#i70edb4f26fa942c5bf19ab3232fdec4d_121)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA.](#ie6429972d4b84b7d94167d56c702e6af_124)] [added: DATA.](#i70edb4f26fa942c5bf19ab3232fdec4d_124)] | | | [removed: [43](#ie6429972d4b84b7d94167d56c702e6af_124)] [added: [46](#i70edb4f26fa942c5bf19ab3232fdec4d_124)] | | |

| | | | [Report of Management on Financial Statements, Internal Control [removed: over](#ie6429972d4b84b7d94167d56c702e6af_127)[ ](#ie6429972d4b84b7d94167d56c702e6af_127)[Financial] [added: over](#i70edb4f26fa942c5bf19ab3232fdec4d_127)[ ](#i70edb4f26fa942c5bf19ab3232fdec4d_127)[Financial] Reporting and Internal Control Environment and Board [removed: of](#ie6429972d4b84b7d94167d56c702e6af_127)[ ](#ie6429972d4b84b7d94167d56c702e6af_127)[Directors Oversight](#ie6429972d4b84b7d94167d56c702e6af_127)] [added: of](#i70edb4f26fa942c5bf19ab3232fdec4d_127)[ ](#i70edb4f26fa942c5bf19ab3232fdec4d_127)[Directors Oversight](#i70edb4f26fa942c5bf19ab3232fdec4d_127)] | | | [removed: [43](#ie6429972d4b84b7d94167d56c702e6af_127)] [added: [46](#i70edb4f26fa942c5bf19ab3232fdec4d_127)] | | |

| | | | [Reports of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm](#ie6429972d4b84b7d94167d56c702e6af_130)] [added: Firm](#i70edb4f26fa942c5bf19ab3232fdec4d_130)] | | | [removed: [45](#ie6429972d4b84b7d94167d56c702e6af_130)] [added: [48](#i70edb4f26fa942c5bf19ab3232fdec4d_130)] | | |

| | | | | | | 12/31/2023 | | |

| PART I. | | | | | | [1](#i70edb4f26fa942c5bf19ab3232fdec4d_13) | | |

| | | | [General](#i70edb4f26fa942c5bf19ab3232fdec4d_19) | | | [1](#i70edb4f26fa942c5bf19ab3232fdec4d_19) | | |

| | | | [Government Regulation](#i70edb4f26fa942c5bf19ab3232fdec4d_2144) | | | [5](#i70edb4f26fa942c5bf19ab3232fdec4d_2144) | | |

| ITEM 1C. | | | [CYBERSECURITY.](#i70edb4f26fa942c5bf19ab3232fdec4d_2151) | | | [22](#i70edb4f26fa942c5bf19ab3232fdec4d_2151) | | |

FOR THE YEAR ENDED DECEMBER 31, 2023

| | | | [SIGNATURES.](#i70edb4f26fa942c5bf19ab3232fdec4d_262) | | | [100](#i70edb4f26fa942c5bf19ab3232fdec4d_262) | | |

| APPENDIX I | | | [2023 LISTING OF FACILITIES.](#i70edb4f26fa942c5bf19ab3232fdec4d_265) | | | [A-1](#i70edb4f26fa942c5bf19ab3232fdec4d_265) | | |

| APPENDIX II | | | [2023 CAPACITY INFORMATION.](#i70edb4f26fa942c5bf19ab3232fdec4d_268) | | | [A-3](#i70edb4f26fa942c5bf19ab3232fdec4d_268) | | |

[PART I.](#i70edb4f26fa942c5bf19ab3232fdec4d_13)

BUSINESS](#i70edb4f26fa942c5bf19ab3232fdec4d_16)

[GENERAL](#i70edb4f26fa942c5bf19ab3232fdec4d_19)

We are guided by our core values.

Our overarching values are safety, ethics, and stewardship.

- Safety – Above all, we care about people.

We look out for each other to ensure everyone returns home safely each day.

- Ethics – We act honestly and operate with integrity and respect.

We promote a culture of openness and accountability.

- Stewardship – We are responsible stewards of people and communities, natural resources and capital.

We strive to leave everything in better shape for future generations.

- Think the Customer – We will deliver on Our Customer Promise to do the right things for our customers, at every moment, in every experience.

- Include and Engage – We strive to build a culture in which each employee feels a sense of belonging and experiences an environment in which to do their best work every day.

On September 18, 2023, we completed the previously announced sale of our 50% equity interest in Ilim S.A. ("Ilim"), which was a joint venture that operated a pulp and paper business in Russia and has subsidiaries including Ilim Group.

We also completed the sale of all of our Ilim Group shares (constituting a 2.39% stake) and divested other non-material residual interests associated with Ilim.

Following the completed sales, we no longer have an interest in Ilim or any of its subsidiaries, and no longer have any investments in Russia.

Following our public announcement on October 18, 2023, the Company permanently closed its containerboard mill in Orange, Texas on December 4, 2023 and permanently ceased production on two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills on December 11, 2023.

The mill closure resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $347 million and pre-tax cash severance and other shutdown charges of approximately $81 million.

The machine shutdowns resulted in pre-tax non-cash asset write-off and accelerated depreciation charges of approximately $75 million and pre-tax cash severance and other shutdown charges of approximately $37 million.

The Company recorded these charges in the fourth quarter of 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i70edb4f26fa942c5bf19ab3232fdec4d_85).

Financial Statements and Supplementary Data](#i70edb4f26fa942c5bf19ab3232fdec4d_124).

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i70edb4f26fa942c5bf19ab3232fdec4d_85).

contracts will automatically renew with the same terms in effect.

SAFETY AND WELLBEING

At International Paper, safety is core to who we are and how we operate.

To achieve this, we are cultivating a resilient safety culture where every team member is empowered to stop work they believe is unsafe.

We work tirelessly to anticipate and address unexpected events by incorporating layers of protection, continuously enhancing our systems and engaging all team members in learning events to prevent injuries before they take place.

Our Vision 2030 goal to create a 100% injury-free workplace for our team members and contractors fuels our commitment from Madrid to Memphis and everywhere in between.

We also care deeply about the mental, emotional, physical and professional wellbeing of our employees by providing an Employee Assistance Program (“EAP”) at no cost to employees and family members.

Our EAP offers coaching and counseling sessions aimed at problem solving, achieving goals, and dealing with stress and anxiety management through resiliency.

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

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

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

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

| | | | [Interim Financial Results (Unaudited)](#ie6429972d4b84b7d94167d56c702e6af_217) | | | [92](#ie6429972d4b84b7d94167d56c702e6af_217) | | |

| | | | [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).

reliability of operations and deploy strategic capital for capacity expansion.

Our strategic framework, The IP Way Forward, ensures that our business strategy delivers sustainable outcomes for all of our stakeholders – employees, customers, suppliers, communities, governmental and non-governmental organizations and shareholders – for generations to come.

Certain of the goals are discussed in more detail below.

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

SAFETY

The safety of our employees remains the primary focus of our leaders.

Our goal is to create a 100% injury-free workplace for our employees and contractors.

Our stated Vision 2030 Goal is to achieve zero serious injuries for employees and contractors.

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

In 2022, 93% of our sites operated without a serious injury, which we define as a life-altering specific injury, to our employees.

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.

RETAIN QUALIFIED PERSONNEL, INCLUDING KEY MANAGEMENT PERSONNEL.

We have a global workforce and have implemented programs around the globe to create diverse, inclusive workplaces.

We have increased representation of engineers in our REACH program.

Our overall full-time REACH diversity hiring since 2018 is approximately 50%.

Moreover, we have developed a Diversity Acquisition Framework for U.S. Colleges to guide our enterprise diversity efforts as we work towards accomplishing our Vision 2030 goals.

The Company also has been recognized for the diversity of its Board of Directors.

- Two women directors and two African-American directors have joined in the last several years.

| Brazilian Packaging (b) | | | — | | | — | | | 271 | | |

Our continuing objectives include: (1)

As portions of these MACT and RTR regulations have

At the end of use, the majority of

For example, we reduced our GHG emissions by approximately 20% between 2010 and 2020.

future expenditures to meet GHG emission reduction obligations.

The Public Policy and Environment Committee of the Board has overall oversight responsibility for global citizenship at the Company.

This Committee reviews and oversees environmental sustainability (including climate change), public policy, legal, health and safety and technology issues.

The Company’s Governance Committee also has oversight of certain public policy and sustainability matters.

He also serves on the board of directors for Memphis Tomorrow and board of governors for New Memphis Institute.

As of February [removed: 10, 2023,] [added: 9, 2024,] there were approximately [removed: 8,608] [added: 8,188] record holders of common stock of the Company.

[removed: *(a)13,061] [added: *(a)10,606] shares were acquired from employees or [removed: board] members [added: of our Board of Directors] as a result of share withholdings to pay income taxes under the Company's restricted stock program.

As of December 31, [removed: 2022] [added: 2023,] approximately [removed: $3.16] [added: $2.96] billion aggregate shares of our common stock remained authorized for [removed: repurchase under a previous Board authorization.][added: repurchase.*]

[removed: This authorization was increased by our Board on] [added: On] October 11, 2022, [added: our Board of Directors increased the authorization] up to a total of $3.35 billion shares.

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

*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 [removed: of,] [added: of] the [added: Securities] Exchange Act of 1934, as [removed: amended] [added: amended, (the "Exchange Act")] and will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the [removed: extent the Company specifically incorporates it by reference into such a filing.*][added: extent*]

The following line graph compares a $100 investment in Company stock on December 31, [removed: 2017] [added: 2018] with a $100 investment in our [removed: Peer Group] [added: peer group] and the S&P Composite-500 Stock Index (S&P 500 Index) also made at market close on December 31, [removed: 2017.][added: 2018.]

The graph portrays total return, [removed: 2017-2022,] [added: 2018-2023,] assuming reinvestment of all dividends.

[removed: ][added: ]

[removed: 1) The] [added: 1)The] companies included in the [removed: Peer Group] [added: peer group] are DS Smith PLC, Klabin S.A., Mondi Group, Packaging Corporation of America, Smurfit Kappa Group, Stora Enso Group, and WestRock Company.

2)Returns are calculated in [removed: $USD][added: $USD.]

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ie6429972d4b84b7d94167d56c702e6af_85)][added: OPERATIONS](#i70edb4f26fa942c5bf19ab3232fdec4d_85)]

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in “Financial Statements [removed: and Supplementary Data” of this Annual Report on Form 10-K.]

[added: 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.

Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, [removed: particularly in “Risk Factors” and “Forward-Looking Statements.”]

The following generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[added: Discussion of historical items in 2021, and] year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on February [removed: 18, 2022,] [added: 17, 2023,] under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

[EXECUTIVE [removed: SUMMARY](#ie6429972d4b84b7d94167d56c702e6af_88)][added: SUMMARY](#i70edb4f26fa942c5bf19ab3232fdec4d_88)]

Full-year [removed: 2022] [added: 2023] net earnings attributable to shareholders were [removed: $1.5 billion ($4.10] [added: $288 million ($0.82] per diluted share) compared with [removed: $1.8] [added: $1.5] billion [removed: ($4.47] [added: ($4.10] per diluted share) for full-year [removed: 2021.][added: 2022.]

[removed: 2022,] [added: While there was] demand [added: recovery in the second half of the year in both business segments, volume] was [removed: also negatively impacted] [added: lower in our North American Industrial Packaging business] as consumers shifted priorities toward [removed: both] non-discretionary goods [removed: as well as] [added: and] services while dealing with inflation.

[removed: Operating] [added: Planned maintenance outage] costs were [removed: negatively impacted by] lower [removed: volumes] in our North American Industrial Packaging [added: business while higher in our Global Cellulose Fibers] business.

[removed: Looking ahead to the first quarter 2023, as compared] [added: Comparing 2023 performance] to [removed: the fourth quarter] 2022, [added: price and mix was lower] in our [added: North American] Industrial Packaging [removed: business, we expect price and mix] [added: business due] to [removed: be lower based on] prior [removed: price] index [removed: movements and] [added: movements,] lower [removed: average] export [removed: prices.][added: prices and higher export mix, as demand improved.]

Volume is expected to be [removed: higher] [added: lower] in the first quarter [removed: 2023] [added: 2024] due to [removed: four more shipping days] [added: normal seasonal declines] in North America, partially offset by [removed: normal seasonal declines in North America.][added: two more shipping days.]

Operations and costs are expected to decrease earnings due to [removed: the non-repeat of favorable one-time items in the fourth quarter 2022,] seasonally higher energy consumption and [removed: additional] [added: cost] inflation on [removed: materials] [added: wages] and [removed: services.][added: employee benefits.]

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

In our Global Cellulose Fibers business, we expect price and mix to [removed: improve.][added: modestly improve as a result of our strategy to reduce]

[removed: Operations and costs are expected to increase on] [added: Earnings will be impacted by] the non-repeat of [removed: a] [added: an energy subsidy and other] favorable one-time items in the fourth quarter [removed: 2022.][added: 2023.]

Input costs are expected to decrease [removed: driven by lower energy] [added: earnings on higher recovered fiber] and [removed: fiber.][added: energy costs.]

With respect to our capital allocation framework, we are targeting capital expenditures of [added: $800 million -] $1.0 billion [removed: to $1.2 billion with increased investments] in [removed: our US box system] [added: 2024 for general maintenance, cost improvement and] to [removed: build additional] [added: enhance] capabilities [removed: and support profitable growth with] [added: in] our [removed: customers.][added: box business.]

As previously mentioned, we returned approximately [removed: $1.9 billion] [added: $840 million] of cash to shareowners in [removed: 2022.][added: 2023 including approximately $640 million of dividends.]

The Company believes that using this information, along with the most [removed: direct] [added: directly] comparable GAAP measure, provides for a more complete analysis of the results of operations.

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

| [removed: *In millions*] [added: In millions] | | | [removed: 2022] [added: 2023] | | | [added: 2022 | | |] 2021 | | |

| Net Earnings (Loss) Attributable to Shareholders | | | $ | [removed: 1,504] [added: 288] | | $ | [removed: 1,752] [added: 1,504] | |

| Less - Discontinued operations, net of taxes (gain) loss | | | [removed: 237] [added: 14] | | | [removed: (941)] [added: 237] | | |

| Earnings (Loss) from Continuing Operations | | | [removed: 1,741] [added: 302] | | | [removed: 811] [added: 1,741] | | |

| Add back - Non-operating pension expense (income) | | | [removed: (192)] [added: 54] | | | [removed: (200)] [added: (192)] | | |

| Add back - Net special items expense (income) | | | [removed: 233] [added: 572] | | | [removed: 371] [added: 233] | | |

| Income tax effect - [removed: Non-operating] [added: non-operating] pension [added: (income) expense] and [added: pre-tax] special items [removed: expense] | | | [removed: (614)] [added: 173] | | | [removed: (38)] [added: 614] | | |

| Adjusted Operating Earnings (Loss) Attributable to Shareholders | | | $ | [removed: 1,168] [added: 755] | | $ | [removed: 944] [added: 1,168] | |

| October 1, 2023 - October 31, 2023 | | | 5,373 | | | $ | 35.19 | | — | | | $ | 2.96 | |

| November 1, 2023 - November 30, 2023 | | | 3,992 | | | 33.71 | | | — | | | 2.96 | | |

| December 1, 2023 - December 31, 2023 | | | 1,241 | | | 38.82 | | | — | | | 2.96 | | |

*the Company specifically incorporates it by reference into such a filing.*

RESERVED](#i70edb4f26fa942c5bf19ab3232fdec4d_82)

and Supplementary Data” of this Annual Report on Form 10-K.

particularly in “Risk Factors” and “Forward-Looking Statements.”

During 2023, International Paper executed well, both commercially and operationally, as we navigated an uncertain and challenging demand environment.

During much of the year, underlying demand for our products was lower as consumers prioritized spending on services and essential goods.

This trend was influenced by the pull forward of goods during the pandemic, as well as by inflationary pressures and rising interest rates that impacted the consumer.

Demand for our products was further constrained by inventory destocking as our customers, and the broader supply chain, worked through elevated inventories of their products.

The lower demand combined with declining sales prices and continued cost inflation resulted in lower sales and earnings in 2023 as compared to 2022.

During 2023, we remained focused on mitigating the impact of these challenges through commercial and cost reduction initiatives.

We advanced our strategies to improve profitability across our portfolio by investing in capabilities in our Industrial Packaging business to enhance our value proposition to align with customer needs and optimizing our Global Cellulose Fibers business by reducing our exposure to commodity pulp.

We took strategic actions to structurally reduce fixed costs in our mill system in both our Industrial Packaging and Global Cellulose Fibers businesses.

We also made significant progress in Building a Better IP, driven by commercial and process improvement initiatives, resulting in benefits exceeding our 2023 target.

Regarding capital allocation in 2023, we returned approximately $840 million to shareowners including approximately $640 million of dividends and $200 million of share repurchases.

Finally, during 2023, we completed the sale of our ownership stake in Ilim for $508 million.

International Paper no longer has investments in Russia following completion of this sale.

Price in our Global Cellulose Fibers business was lower due to prior index movements and an unfavorable mix driven by lower absorbent pulp shipments.

Volume in both business segments was impacted by ongoing inventory destocking across the supply chain.

Volume in our Global Cellulose Fibers business was also impacted by lower demand as a result of the slowdown in the global economy.

Operations and costs in both the North American Industrial Packaging and Global Cellulose Fibers businesses were higher reflecting the impact of inflation on materials and services along with the impact of higher unabsorbed costs resulting from increased economic downtime in the current year.

Input costs were lower in both business segments, primarily driven by lower energy, wood and distribution costs along with lower recovered fiber costs in our North American Industrial Packaging business.

Looking ahead to the first quarter 2024, as compared to the fourth quarter 2023, we expect this quarter to be an earnings trough on seasonally lower volumes, higher costs and from the impact of the January winter freeze.

We also expect the majority of prior index movements to flow through in the first quarter 2024.

Specifically in our Industrial Packaging business, we expect price to be relatively flat as prior price index movements are offset by the commercial benefits from contract restructuring in the box business.

These increases are expected to be partially offset by lower fixed costs resulting from the closure of our Orange, Texas mill.

Maintenance outage expense is expected to be higher coming off of a seasonally lower fourth quarter 2023.

exposure to commodity pulp.

We expect volume to be relatively flat as seasonally lower shipments due to the Chinese New Year are offset by improved demand in other areas.

Operations and costs are expected to decrease earnings due to seasonality and cost inflation, partially offset by the non-repeat of a turbine maintenance outage and lower fixed costs resulting from the idling of our pulp machine in our Riegelwood, North Carolina mill.

Maintenance outage expense is expected to increase earnings while higher input costs associated with energy and chemicals are expected to decrease earnings.

Looking at full-year 2024, we see a transitional year where markets continue to recover as we focus on improving mix and margins in both business segments through execution of our commercial strategies.

We expect demand trends to continue to improve across our portfolio with year-over-year industry growth of approximately three percent for packaging and fluff pulp.

Additionally, we expect more than $400 million of net benefits from our commercial and operational initiatives.

This includes the fixed cost reductions tied to the closure of our Orange, Texas containerboard mill and the permanent shutdown of two pulp machines in our Global Cellulose Fibers business, with the benefits of both strategic actions expected to be at a full run rate by the fourth quarter 2024.

These cost saving initiatives will be important in offsetting expected higher costs for recovered fiber, transportation and general inflation on wages, employee benefits, materials and services.

Given our strategic customer relationships, talented teams, world class assets and market expertise, we are committed to maximizing long-term value for all our stakeholders.

As previously disclosed, the Company permanently closed its containerboard mill in Orange, Texas in December 2023 and permanently ceased production of two of its pulp machines at its Riegelwood, North Carolina and Pensacola, Florida mills on December 11, 2023.

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

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

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

The remainder were purchased under a share repurchase program.

RESERVED](#ie6429972d4b84b7d94167d56c702e6af_82)

In addition to historical consolidated financial information, the following discussion

Discussion of historical items in 2020, and

During 2022, International Paper grew revenue and earnings, driven by solid commercial and operational performance, while facing significant inflation and lower demand.

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

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.

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 2023.

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.

Maintenance outage expense is expected to increase as the first quarter 2023 will also be Global Cellulose Fibers highest maintenance outage quarter in 2023.

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.