IP · International Paper

588 filings

IP SEC Filings

International Paper - 588 total filings

Filing record · 2016–202610-K1110-Q328-K153

Showing 1–50 of 588 filings

International Paper 8-K Report, Financial Results (Oct 28, 2026)

International Paper Company furnished a press release reporting preliminary, unaudited results for the quarter ended September 30, 2026. Net sales were $6.20 billion, and the loss from continuing operations was $1.10 billion, or $(2.07) per diluted share. The loss includes a $1.38 billion non-cash goodwill impairment charge for the Packaging Solutions EMEA business segment. Net special items were a $1.31 billion after-tax charge ($2.46 per diluted share). Excluding special items and non-operating pension income, adjusted operating earnings were $197 million, or $0.37 per diluted share, compared with a loss of $(224) million in the third quarter of 2025. Adjusted EBITDA from continuing operations was $843 million, compared with $859 million a year earlier and $587 million in the second quarter of 2026. Packaging Solutions North America operating profit was $427 million, up from $204 million in the second quarter of 2026 and from a loss of $(166) million in the third quarter of 2025. Management cited higher sales prices, improved mill performance, and a full quarter of earnings from the NORPAC mill acquisition, partly offset by lower sales volumes and higher recovered fiber, energy and fuel costs. Cash provided by operating activities was $339 million and free cash flow was $(267) million, with capital expenditures of $606 million in the quarter. For the nine months, free cash flow was $(180) million. The company is separating its EMEA packaging business into an independent company to be known as DS Smith plc, and will hold a Capital Markets Day in London on November 3, 2026. Because of the planned separation and subsequent U.K. regulatory requirements, International Paper will no longer provide Packaging Solutions EMEA financial guidance. It set fourth-quarter 2026 Packaging Solutions North America operating profit guidance of $460-$500 million and full-year 2026 guidance of $1.3-$1.4 billion, with Adjusted EBITDA guidance of $700-$740 million for the fourth quarter and $2.27-$2.31 billion for the full year. The finalized results are expected in the Form 10-Q on or about November 4, 2026.

Oct 28, 2026 8-K

International Paper 8-K Report, Exhibit Filing (Oct 8, 2026)

International Paper Company filed this Form 8-K on October 8, 2026, under Item 5.02 to update its board composition. As previously reported in a July 17, 2026 Form 8-K, independent directors Katherine Collins and Lori J. Ryerkerk were appointed effective October 1, 2026. On October 8, 2026, the Board, on the Governance Committee's recommendation, assigned Ms. Collins to the Audit and Finance Committee and the Governance Committee, and assigned Ms. Ryerkerk to the Management Development and Compensation Committee and the Safety, Sustainability and Technology Committee. The filing also addresses the planned retirements of Directors Ahmet C. Dorduncu and Kathryn D. Sullivan, who will leave the Board effective December 31, 2026. Through their retirement dates, both will attend Audit and Finance and Safety, Technology and Sustainability committee meetings as invited guests in a non-voting capacity. They will not count as committee members for governance or quorum purposes and will hold no committee voting rights. The filing contains no financial results, and its only exhibit is the inline XBRL cover page (Exhibit 104). For investors, the disclosure is a governance update covering director onboarding, committee assignments and an orderly board transition.

Oct 8, 2026 10-Q

International Paper Quarterly Report for Q2 Ended Jun 30, 2026

International Paper reported a second-quarter 2026 net loss from continuing operations of $12 million on net sales of $6.00 billion, compared with earnings from continuing operations of $75 million on net sales of $6.14 billion in the second quarter of 2025. For the six months ended June 30, 2026, net sales were $11.98 billion and net earnings were $48 million, compared with a net loss of $30 million in the prior-year period. The company cited lower sales volumes in the quarter and special items of $54 million, including $43 million of costs tied to the separation of its PS EMEA packaging business. Adjusted EBITDA from continuing operations was $587 million in the quarter, versus $670 million a year earlier, and cash provided by operations for the six months was $1.14 billion, with free cash flow of $87 million. The company completed the sale of its Global Cellulose Fibers business to American Industrial Partners on January 23, 2026 for $1.1 billion in cash plus preferred stock with a $168 million liquidation preference, and acquired North Pacific Paper Company (NORPAC) for $368 million on June 4, 2026. Capital expenditures rose to $1.05 billion for the six months, versus $752 million a year earlier, and full-year 2026 capital expenditures are expected to be $2.0 billion to $2.1 billion. Total debt declined, with a $501 million net decrease in the first six months, and the company held BBB (stable) and Baa2 (negative) long-term ratings from S&P and Moody's. Management expects adjusted EBITDA to be sequentially higher in the third quarter in both regions, and the planned spin-off of the PS EMEA business is expected within 12 to 15 months of its January 29, 2026 announcement. The filing also discloses several legal and environmental matters, including a newly filed containerboard antitrust class action, an EPA unilateral administrative order for the Harris County northern impoundment, and a Brazil goodwill tax dispute with assessments of approximately $434 million (adjusted for currency), the majority of which the company would bear under the tax matters agreement with Sylvamo.

Aug 5, 2026 8-K

International Paper 8-K Report, Financial Results (Jul 30, 2026)

International Paper Company issued a press release on July 30, 2026 reporting preliminary, unaudited results for the fiscal quarter ended June 30, 2026, furnished under Item 2.02 of this Form 8-K. Second quarter net sales were $6.00 billion, compared with $6.14 billion in the second quarter of 2025 and $5.97 billion in the first quarter of 2026. The company reported a loss from continuing operations of $12 million, or $(0.02) per diluted share, versus earnings of $75 million ($0.14) a year earlier. Adjusted EBITDA from continuing operations was $587 million, down from $670 million in the second quarter of 2025 and $677 million in the first quarter of 2026. Adjusted operating earnings were $18 million ($0.04 per share), and free cash flow was $(7) million. By segment, Packaging Solutions North America operating profit was $204 million, compared with $248 million in the first quarter of 2026, with management citing higher planned maintenance outage costs and the Riverdale paper machine conversion, which was completed in the quarter. Packaging Solutions EMEA posted an operating loss of $(80) million, compared with $(51) million in the first quarter, reflecting lower volumes in a soft market and higher planned maintenance costs. Net special items were an after-tax charge of $42 million ($0.08 per diluted share), mainly PS EMEA separation costs. The company also completed the NORPAC mill acquisition in Longview, Washington and the Delmarva corrugated facility acquisition in Dover, Delaware during the quarter. For 2026, International Paper targets full-year adjusted EBITDA from continuing operations of $3.20 to $3.40 billion and third-quarter adjusted EBITDA of $780 to $830 million, which includes an $85 million negative impact from the temporary mill closure in Pine Hill, Alabama. The company states it intends to file its Form 10-Q on August 6, 2026, which will finalize these preliminary results. Management continues to prepare for the planned separation of its EMEA packaging business.

Jul 30, 2026 8-K

International Paper 8-K Report, Executive Changes (Jul 17, 2026)

International Paper's Board of Directors appointed Katherine Collins and Lori J. Ryerkerk as independent directors, effective October 1, 2026. Their terms run until the annual meeting of shareowners in May 2027, when the Board will nominate them for re-election. With these appointments, the Board will have 13 members, 12 of whom are independent. The Board determined that both nominees meet New York Stock Exchange independence requirements and the Board's more rigorous independence standards, and the filing states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. Committee assignments will be made at a later date. The filing also discloses that directors Dr. Kathryn D. Sullivan and Ahmet C. Dorduncu intend to retire from the Board effective December 31, 2026. The filing states that their retirements are not due to any disagreement with the Company on its operations, policies, or practices. The retirements follow amendments to the Corporate Governance Guidelines made in March 2026, which eliminated the mandatory director retirement age of 75, effective December 31, 2026, and adopted a 12-year director term limit. The filing attaches Exhibit 99.1, a press release dated July 17, 2026, announcing the board changes. The release describes Ms. Collins as a former Head of Sustainable Investing at Putnam Investments and Ms. Ryerkerk as former Chairman, President and CEO of Celanese Corporation. Ms. Ryerkerk's compensation as a director will be prorated from October 1, 2026, consistent with the non-employee director program described in the proxy statement filed March 27, 2026.

Jul 17, 2026 8-K

International Paper 8-K Report, Shareholder Vote Results (May 11, 2026)

International Paper held its 2026 annual meeting of shareowners on May 11, 2026, and this Form 8-K reports the voting results under Item 5.07. Holders of 480,640,962 of the 529,486,211 shares of common stock outstanding on the March 12, 2026 record date were present in person or by proxy, which constituted a quorum. The filing does not include financial results, guidance, or other operating information. Shareowners approved all three proposals described in the 2026 Proxy Statement. All 11 director nominees were elected to one-year terms, each receiving more votes "For" than "Against" or "Abstain." Shareowners also ratified Deloitte & Touche LLP as independent auditor for 2026, with 469,081,312 votes for and 11,291,145 against. In a non-binding advisory vote, shareowners approved the compensation of the Named Executive Officers, with 442,112,331 votes for and 11,656,152 against. The results show broad shareowner support for the board slate, the auditor, and executive pay. Each director received 26,216,408 broker non-votes, and the filing's exhibit list includes only the cover page formatted as inline XBRL.

May 11, 2026 10-Q

International Paper Quarterly Report for Q1 Ended Mar 31, 2026

International Paper Company's first-quarter 2026 results show net sales of $5.97 billion, up from $5.26 billion in the first quarter of 2025, with earnings from continuing operations of $76 million compared with a loss of $124 million a year earlier. Diluted earnings per share from continuing operations were $0.14, and net earnings were $60 million, or $0.11 per diluted share. The filing attributes the sales increase primarily to three months of DS Smith activity in 2026 versus two months in 2025. Adjusted EBITDA from continuing operations was $677 million versus $689 million a year earlier, and adjusted operating earnings were $81 million, or $0.15 per share, compared with $73 million, or $0.17 per share. The company completed the sale of its Global Cellulose Fibers business to American Industrial Partners on January 23, 2026, receiving cash consideration of $1.1 billion plus preferred stock with a $168 million liquidation preference. It used part of the proceeds to reduce debt by $660 million. Cash provided by operations was $611 million, and free cash flow was $94 million, compared with a $618 million outflow in the prior-year quarter. Long-term debt fell to $8.18 billion from $8.84 billion at year-end 2025. Management expects adjusted EBITDA to be sequentially lower in the second quarter across both regions, citing planned maintenance outages and freight and energy cost pressures. Strategically, the company announced an agreement to acquire North Pacific Paper Company (NORPAC) for $360 million and plans to separate its EMEA packaging business through a spin-off expected within 12 to 15 months of the January 29, 2026 announcement, with IP retaining an approximate 20% stake. The filing also discloses ongoing legal and environmental matters, including a new EPA unilateral administrative order issued April 28, 2026 for the San Jacinto northern impoundment, and a purported antitrust class action over containerboard pricing.

May 5, 2026 8-K

International Paper 8-K Report, Financial Results (Apr 30, 2026)

International Paper Company issued a press release on April 30, 2026 reporting preliminary, unaudited results for the fiscal quarter ended March 31, 2026, and furnished it as Exhibit 99.1. First-quarter net sales were $5.97 billion, compared with $5.26 billion in the first quarter of 2025 and $6.01 billion in the fourth quarter of 2025. Earnings from continuing operations were $76 million, versus a loss of $124 million a year earlier, and adjusted EBITDA from continuing operations was $677 million, compared with $689 million in the prior-year quarter. Cash provided by operating activities was $611 million and free cash flow was $94 million. The company received $1.1 billion of net proceeds from the sale of the Global Cellulose Fibers business and paid down $660 million of debt during the quarter. The company attributed the quarter's pressures to a tougher macro environment, including ongoing inflation and a severe winter storm. Packaging Solutions North America segment operating profit was $248 million, while Packaging Solutions EMEA posted an operating loss of $51 million. Management said it will host a call on the same day to update investors on the separation of its Europe, Middle East and Africa packaging business and to adjust its 2026 full-year target. The updated targets call for second-quarter adjusted EBITDA from continuing operations of $520 million to $570 million and full-year adjusted EBITDA of $3.20 billion to $3.50 billion. The company intends to file its Form 10-Q on May 5, 2026, which will finalize these preliminary results. The filing is furnished under Item 2.02 and is not deemed filed for Section 18 purposes. Investors should weigh the strong cash-flow improvement and debt reduction against continuing operating cost pressures and the pending EMEA separation, and should note that the company's non-GAAP measures are preliminary.

Apr 30, 2026 10-K

International Paper Annual Report, Year Ended Dec 31, 2025

International Paper Company reported 2025 net sales of $23.63 billion, up from $15.84 billion in 2024, largely reflecting the acquisition of DS Smith on January 31, 2025 (enterprise value of approximately $9.9 billion). The company swung to a loss from continuing operations of $(2.84) billion, driven by a $2.47 billion pre-tax non-cash goodwill impairment on the PS EMEA reporting unit, $958 million of non-cash accelerated depreciation tied to asset rationalization, and $626 million of restructuring charges. Adjusted EBITDA from continuing operations was $2.98 billion versus $1.64 billion in 2024. Cash provided by operating activities was $1.70 billion and free cash flow was $(159) million, as capital expenditures rose to $1.86 billion. Net loss was $(3.52) billion, including $1.07 billion of pre-tax impairment on the Global Cellulose Fibers business, which was sold to American Industrial Partners for $1.5 billion and closed in January 2026. Management announced on January 29, 2026 a plan to separate into two independent public companies, North America and EMEA, expected to be completed in 12 to 15 months. Total debt was approximately $9.8 billion at year-end 2025, and the company paid $977 million in dividends. Management's 2026 capital expenditure outlook is $1.95 billion to $2.05 billion. The company disclosed pending exposures, including a containerboard price-fixing class action filed in July 2025, the Italian Competition Authority matter, and a Brazilian tax dispute carried under the Sylvamo tax matters agreement with a potential company liability of approximately $274 million. Deloitte & Touche LLP issued unqualified opinions on the financial statements and internal control, which excluded DS Smith, representing approximately 43% of total assets and 33% of net sales.

Feb 27, 2026 8-K

International Paper 8-K Report, Regulation FD Disclosure (Feb 26, 2026)

International Paper Company, which files under the ticker IP, furnished this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that Chief Executive Officer Andy Silvernail will speak at the Bank of America Securities 2026 Global Agriculture and Materials Conference on February 26, 2026, beginning at 8:15 a.m. ET. The filing states that the presentation will be followed by a question-and-answer session. According to the filing, Mr. Silvernail plans to address the impact of recent winter storms, the status of the planned strategic separation of the company's EMEA business, and general observations regarding market conditions. The filing does not contain new financial results or quantified guidance; its substance is the scheduled public appearance and the topics the CEO intends to cover. Interested persons can access the webcast live and in replay through the company's website, with an archived copy available within 24 hours after the event. The filing states that information on or accessible through the website is not incorporated into the Form 8-K, and that the report is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Feb 26, 2026 8-K

International Paper 8-K Report, Financial Results (Jan 29, 2026)

International Paper (NYSE: IP; LSE: IPC) reported preliminary, unaudited results for the full-year and fourth quarter ended December 31, 2025, and announced its plan to create two independent, publicly traded packaging solutions companies, one in North America and one in EMEA. For full-year 2025, net sales were $23.63 billion, loss from continuing operations was $2.84 billion, adjusted EBITDA from continuing operations was $2.98 billion, cash provided by operating activities was $1.70 billion, and free cash flow was $(0.16) billion. The loss was driven largely by a $2.47 billion pre-tax non-cash goodwill impairment related to the Packaging Solutions EMEA reporting unit, along with $0.96 billion of non-cash accelerated depreciation tied to asset rationalization and $0.63 billion of restructuring charges. For the fourth quarter, net sales were $6.01 billion and loss from continuing operations was $2.36 billion, with adjusted EBITDA of $0.76 billion. The company expects the separation to be completed in 12 to 15 months, subject to customary conditions. For 2026, International Paper targets adjusted EBITDA from continuing operations of $3.5 to $3.7 billion for the full year and $740 to $760 million for the first quarter. Management states these targets are based on above-industry growth but do not reflect future price realization, and that the impact of a winter storm across the US had not yet been fully assessed. The company also disclosed the sale of its Global Cellulose Fibers business to American Industrial Partners for $1.5 billion, with a preferred stock consideration having an initial liquidation preference of $190 million, and a 2025 impairment charge of $1.07 billion on that business. The results will be finalized in the Form 10-K, which the company intends to file on February 26, 2026. North America segment operating profit was $319 million in the fourth quarter of 2025 compared with $(166) million in the third quarter, while the EMEA segment posted an operating loss of $(223) million in the fourth quarter compared with $(58) million in the third quarter. Adjusted operating earnings were $(100) million for the full year 2025 versus $471 million in 2024, and diluted loss per share from continuing operations was $(5.61) for the full year.

Jan 29, 2026 8-K

International Paper 8-K Report, Acquisition Completed (Jan 23, 2026)

On January 23, 2026, International Paper Company completed the previously announced sale of its Global Cellulose Fibers (GCF) business to funds affiliated with American Industrial Partners (AIP). The transaction covers all of the outstanding equity interests in GCF US Holdings LLC, GCF (Asia) Limited, International Paper Cellulose Fibers (Poland) sp. z o.o., and International Paper Canada Pulp Holdings ULC, which together represent the entire GCF business. The Sale Agreement, dated August 20, 2025 and amended, sets a purchase price of $1.5 billion, which includes the issuance to the Company of preferred stock of Absorbent Fiber Topco, Inc. with an aggregate initial liquidation preference of $190 million. According to the accompanying press release (Exhibit 99.1), the GCF segment generated $2.8 billion in revenue in 2024, including contributions from mills that have since closed. The operations sold to AIP generated approximately $2.3 billion in revenue in 2024, excluding closed mills. The business has 3,300 employees globally, nine manufacturing facilities, and eight regional offices. Its products serve towel and tissue, diaper, feminine care, incontinence, and other personal care markets, as well as specialty pulp used in construction materials, paints, and coatings. The filing also states that the Sale Agreement was previously filed as Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September 30, 2025, and the press release was furnished under Item 7.01 rather than filed for purposes of Section 18 of the Exchange Act.

Jan 23, 2026 10-Q

International Paper Quarterly Report for Q3 Ended Sep 30, 2025

International Paper Company reported a third-quarter 2025 net loss of $1.10 billion, or $(2.09) per diluted share, compared with net earnings of $150 million in the third quarter of 2024. The loss reflects $1.0 billion of net pre-tax impairment on the Global Cellulose Fibers business, which is now presented as discontinued operations, and $675 million of accelerated depreciation tied to mill closures. Loss from continuing operations was $(426) million, or $(0.81) per diluted share, versus $111 million, or $0.31 per diluted share, a year earlier. Net sales rose to $6.22 billion from $3.98 billion, primarily reflecting the DS Smith acquisition completed January 31, 2025, which contributed $2.2 billion of third-quarter net sales. Management reported Adjusted operating earnings (loss) of $(224) million, or $(0.43) per diluted share, and, beginning in the third quarter, introduced Adjusted EBITDA from continuing operations of $859 million, a 28% sequential increase. Management attributed the sequential improvement to price realization, cost management and lower fiber costs. For the fourth quarter, the company expects lower Adjusted EBITDA in PS NA on lower volumes and three fewer shipping days, and higher Adjusted EBITDA in PS EMEA. Cash flow is under pressure: cash provided by operations was $793 million for the first nine months of 2025 versus $1.28 billion a year earlier, and free cash flow was $(414) million, against $620 million in the prior-year period. Capital expenditures were $1.21 billion, with full-year 2025 capital expenditures expected at $1.8 billion to $1.9 billion. Total debt rose to about $9.96 billion, and the company reported that it was in compliance with its debt covenants and held BBB (stable) and Baa2 (stable) ratings from S&P and Moody's. The pending sale of the Global Cellulose Fibers business to American Industrial Partners for $1.5 billion, subject to closing adjustments, is expected to close by year-end 2025, subject to regulatory approvals.

Nov 6, 2025 8-K

International Paper 8-K Report, Financial Results (Oct 30, 2025)

International Paper Company reported third quarter 2025 results on October 30, 2025. Net sales were $6.2 billion, up from $3,979 million in the third quarter of 2024 and $6,142 million in the second quarter of 2025. The company posted a loss from continuing operations of $(426) million and an adjusted operating loss (non-GAAP) of $(224) million. Both figures include $675 million of accelerated depreciation tied to mill closures and 80/20 strategic actions. Net loss was $(1.10) billion, including a $676 million after-tax loss from discontinued operations. Adjusted EBITDA from continuing operations (non-GAAP) was $859 million, compared with $670 million in the second quarter of 2025 and $366 million in the third quarter of 2024. Management cited a 28% sequential adjusted EBITDA improvement across both Packaging Solutions businesses, driven by price realization, cost management and lower fiber costs. The Global Cellulose Fibers business, which is being sold to American Industrial Partners for $1.5 billion subject to closing conditions, is now presented as discontinued operations. The company recorded a $1.0 billion impairment charge on this business and will receive preferred stock with an initial liquidation preference of $190 million as part of the consideration. Packaging Solutions North America reported an operating loss of $(166) million, compared with operating profit of $277 million in the second quarter of 2025. Packaging Solutions EMEA reported an operating loss of $(58) million. Free cash flow was $150 million for the quarter. For the nine months ended September 30, 2025, free cash flow was $(414) million. The filing states that the company will provide updated guidance and adjust its 2025 full-year target during the earnings call. The specific revised figures are not stated in the filing. Management described demand as soft in both regions, while noting year-over-year box shipment growth in North America in September.

Oct 30, 2025 8-K

International Paper 8-K Report, Corporate Update (Sep 26, 2025)

International Paper Company, a New York corporation (the "Company"), disclosed under Item 8.01 (Other Events) that on August 20, 2025 it entered into a Securities Purchase Agreement (the "Sale Agreement") with International Paper Holdings (Luxembourg) S.à r.l., English Oak, LLC, and a buyer group led by Absorbent Fiber Topco, Inc. and its subsidiaries (collectively, "Buyer"). Under the agreement, the Sellers will sell all of the issued and outstanding equity interests of the entities that make up the Company's Global Cellulose Fibers ("GCF") business, which the filing describes as the "Transaction." The Transaction is conditioned on, among other things, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other required regulatory approvals. On September 24, 2025, the Federal Trade Commission granted early termination of the HSR waiting period, a step that clears one of the stated conditions. The filing states that the Transaction remains subject to the remaining customary closing conditions and the receipt of other required regulatory approvals. For investors, the key takeaway is that the divestiture of the GCF cellulose fibers business has cleared the U.S. antitrust waiting period but has not yet closed, and the filing does not state a closing date or purchase price.

Sep 26, 2025 8-K

International Paper 8-K Report, Material Agreement (Aug 21, 2025)

International Paper entered into a Securities Purchase Agreement on August 20, 2025 to sell its Global Cellulose Fibers (GCF) business to a buyer group formed by Absorbent Fiber Topco, Inc. (an affiliate of American Industrial Partners, per the press release). The purchase price is $1.5 billion, subject to closing adjustments, and includes preferred stock issued by the buyer parent with an aggregate initial liquidation preference of $190 million. Closing requires customary conditions, including HSR Act clearance and approval under the Competition Act (Canada). Either party may terminate if the deal has not closed by February 20, 2026, with the date extended to May 20, 2026 if only the competition approvals remain outstanding. A $85 million termination fee is payable to the company under specified circumstances. The company expects to record a non-cash impairment charge of approximately $700 million to $900 million in the quarter ending September 30, 2025, reflecting the sale price compared with the estimated current net asset value of the GCF business. The GCF business will be classified as held for sale and reported as a discontinued operation beginning with the September 30, 2025 balance sheet. The company notes the final charge could differ from this preliminary estimate. Separately, the press release announces North American packaging actions: a $250 million investment to convert the #16 machine at the Riverdale mill in Selma, Ala. to produce containerboard, and the permanent closure of the Savannah, Ga. containerboard mill and packaging facility and the Riceboro, Ga. containerboard and timber and lumber mills. These actions affect approximately 1,100 hourly and salaried positions and are expected to reduce annual containerboard capacity by approximately one million tons. The filing also reports that Clayton R. Ellis, Senior Vice President – Global Cellulose Fibers, is expected to depart the company at closing and assume a role at the GCF business.

Aug 21, 2025 8-K

International Paper 8-K Report, Exit or Disposal Costs (Aug 21, 2025)

International Paper Company committed on August 20, 2025 to permanently close its containerboard, timber and lumber mills in Riceboro, Georgia, and its containerboard mill and packaging facility in Savannah, Georgia, as part of its 80/20 strategic approach. The company estimates aggregate pre-tax cash charges of approximately $158 million and pre-tax non-cash accelerated depreciation charges of approximately $570 million. The closures are expected to reduce containerboard capacity by approximately 430,000 tons at Riceboro and approximately 1,000,000 tons at Savannah, with all operations ceasing by September 12, 2025 and September 30, 2025, respectively. The charges are expected to be recorded in the three months ending September 30, 2025. The accompanying press release (Exhibit 99.1, dated August 21, 2025) also announces a definitive agreement to sell the Global Cellulose Fibers business to American Industrial Partners for $1.5 billion, subject to closing adjustments including preferred stock with an aggregate initial liquidation preference of $190 million, with closing expected by year-end subject to regulatory approvals. It further describes a $250 million investment to convert the #16 machine at the Riverdale mill in Selma, Alabama to produce containerboard, with completion expected by the third quarter of 2026. The mill closures are expected to affect approximately 1,100 hourly and salaried positions. For investors, the filing centers on a large restructuring of North American containerboard capacity, with the combined closures and conversion described as resulting in a net reduction of annual containerboard capacity of approximately one million tons, alongside a divestiture of the cellulose fibers business.

Aug 21, 2025 10-Q

International Paper Quarterly Report for Q2 Ended Jun 30, 2025

International Paper Company reported net earnings of $75 million ($0.14 per diluted share) for the second quarter of 2025, compared with a net loss of $(105) million in the first quarter of 2025 and net earnings of $498 million in the second quarter of 2024. Net sales were $6.77 billion in the quarter, up from $4.73 billion a year earlier, reflecting the acquisition of DS Smith, which closed on January 31, 2025. For the six months ended June 30, 2025, the company reported a net loss of $(30) million and net sales of $12.67 billion, compared with net earnings of $554 million and net sales of $9.35 billion in the prior-year period. Adjusted operating earnings were $105 million ($0.20 per diluted share) in the second quarter of 2025, compared with $193 million ($0.55 per diluted share) in the second quarter of 2024. Cash flow and balance sheet changes were significant. Cash provided by operations was $188 million for the first six months of 2025, versus $760 million a year earlier, and free cash flow was $(564) million, as capital expenditures rose to $752 million. Total assets increased to $42.38 billion from $22.80 billion at December 31, 2024, and long-term debt rose to $9.69 billion from $5.37 billion. The company sold five European box plants to Palm Group for €125 million, recording a net gain of $51 million, and is pursuing strategic options for its Global Cellulose Fibers business, with no assurance of a transaction. Management reports that tariffs and softer demand, particularly in EMEA, are weighing on industrial production and box demand, and a containerboard antitrust class action was filed on July 29, 2025, with its outcome not yet estimable.

Aug 7, 2025 8-K

International Paper 8-K Report, Financial Results (Jul 31, 2025)

International Paper reported second quarter 2025 net earnings of $75 million, or $0.14 per diluted share, and adjusted operating earnings (non-GAAP) of $105 million, or $0.20 per diluted share, on net sales of $6.8 billion ($6,767 million). Net sales rose from $4,734 million in the second quarter of 2024 and $5,901 million in the first quarter of 2025, reflecting the combined International Paper and DS Smith packaging businesses, with the Company noting this was a full quarter of the combination. CEO Andy Silvernail said margins slipped in Packaging Solutions North America due to cost headwinds and a heavy outage schedule, and that European demand remained soft, with significantly higher depreciation and amortization from the acquisition. Segment results were mixed. Packaging Solutions North America operating profit rose to $277 million from $142 million in the first quarter of 2025, while Packaging Solutions EMEA swung to an operating loss of $(1) million from $46 million, and Global Cellulose Fibers posted a $(4) million loss compared with $17 million. Net special items were an after-tax charge of $34 million ($0.06 per diluted share). Free cash flow was $54 million for the quarter, and cash provided by operations was $476 million. For the six months ended June 30, 2025, the Company reported a net loss of $(30) million. Management stated it expects stronger global revenue and earnings in the third quarter, citing confirmed strategic wins, continued cost-out progress, and fewer planned maintenance outages. The filing also references ongoing review of strategic options for the Global Cellulose Fibers business. Results are preliminary and unaudited.

Jul 31, 2025 8-K

International Paper 8-K Report, Corporate Update (Jul 1, 2025)

International Paper (NYSE: IP; LSE: IPC) announced on July 1, 2025 that it has completed the divestiture of five European plants to PALM Group. The sale covers three plants in Normandy, France (box plants in Saint-Amand and Mortagne, and a sheet plant in Cabourg), one box plant in Ovar, Portugal, and one box plant in Bilbao, Spain. The divestiture was a remedy agreed with the European Commission in connection with International Paper's acquisition of DS Smith Plc, as published by the Commission on January 24, 2025. The company states that with completion of this sale it has satisfied all of its obligations toward the European Commission related to the DS Smith acquisition. The filing discloses this under Item 8.01 (Other Events), with the details contained in an attached press release (Exhibit 99.1). The filing does not state financial terms of the transaction, such as sale price or financial impact. PALM, the buyer, is described as a family-owned German company with 5 paper mills and 33 corrugated box plants in Europe.

Jul 1, 2025 8-K

International Paper 8-K Report, Executive Changes (May 14, 2025)

International Paper Company reported two items in this Current Report. First, on May 12, 2025, the Management Development and Compensation Committee of the Board approved Amendment No. 9 to the International Paper Company Pension Restoration Plan for Salaried Employees. The plan pays supplemental pension benefits from the Company's general assets when a participant's full accrued benefit cannot be paid from the tax-qualified plan trust. Benefits under the plan have been frozen since December 31, 2018. Amendment No. 9 lets participants in the global cellulose fibers business, immediately before the planned divestiture of that business, keep earning service and qualify for early retirement as long as they remain employed by the acquiring company. The filing states that the amendment benefits Clayton R. Ellis, senior vice president, global cellulose fibers and a named executive officer. Second, at the May 12, 2025 annual meeting of shareowners, holders of 462,222,089 of the 527,875,740 common shares outstanding on the March 14, 2025 record date were present in person or by proxy, which constituted a quorum. Shareowners elected all 11 director nominees to one-year terms, ratified Deloitte & Touche LLP as independent auditor for 2025, and approved the non-binding resolution on named executive officer compensation. They did not approve the non-binding shareowner proposal requesting a report on the Company's LGBTQIA+ equity and inclusion efforts. The filing also lists Exhibit 10.1, the full text of Amendment No. 9, and the cover page interactive data file.

May 14, 2025 10-Q

International Paper Quarterly Report for Q1 Ended Mar 31, 2025

International Paper Company reported a net loss of $(105) million, or $(0.24) per diluted share, for the first quarter of 2025, compared with net earnings of $56 million ($0.16 per diluted share) in the first quarter of 2024. Net sales rose to $5,901 million from $4,619 million, driven by the addition of the DS Smith business, which was acquired on January 31, 2025 in a share-based transaction with a purchase consideration of approximately $9.9 billion. Results included $249 million of net special items expense, largely DS Smith combination costs of $221 million and severance and other costs of $83 million, including the closure of the Red River containerboard mill in Campti, Louisiana. Adjusted operating earnings were $101 million ($0.23 per diluted share), compared with $61 million ($0.17 per diluted share) in the first quarter of 2024. The company stated that North American industry demand declined year over year and that it expects that trend to continue into the second quarter of 2025, citing tariff-related uncertainty. Cash used for operations was $(288) million, compared with cash provided of $395 million a year earlier, and free cash flow was $(618) million. The company attributed the cash outflow primarily to the timing of its annual incentive compensation payout and about $670 million of total significant payments, including DS Smith transaction costs. Total debt rose, with long-term debt of $9,175 million at March 31, 2025, versus $5,368 million at December 31, 2024. Total equity increased to $18,092 million from $8,173 million, reflecting the share issuance for the acquisition. The company also agreed to divest five European plants as a condition of European Commission clearance, with a closing expected by the end of the second quarter of 2025. Full-year 2025 capital expenditures are currently expected to be approximately $1.8 billion to $1.9 billion. The company reported it was in compliance with its debt covenants at March 31, 2025, and held long-term credit ratings of BBB (stable outlook) from S&P and Baa2 (stable outlook) from Moody's.

May 7, 2025 8-K

International Paper 8-K Report, Financial Results (Apr 30, 2025)

International Paper reported first quarter 2025 net loss of $(105) million, or $(0.24) per diluted share, compared with net earnings of $56 million, or $0.16 per diluted share, in the first quarter of 2024. Adjusted operating earnings (non-GAAP) were $101 million, or $0.23 per diluted share. Net sales rose to $5.9 billion from $4.6 billion a year earlier. The filing attributes higher sales and earnings primarily to the DS Smith acquisition, sales price increases and cost out. Net special items were an after-tax charge of $204 million ($0.46 per diluted share), including $221 million of pre-tax DS Smith combination costs. Results also include a pre-tax charge of $271 million for accelerated depreciation and restructuring related to the closure of the Red River containerboard mill in Campti, Louisiana. Cash used for operations was $(288) million and free cash flow was $(618) million, compared with $395 million and $144 million in the first quarter of 2024. The filing says cash flow was temporarily affected by transformation costs, the annual incentive compensation payout and DS Smith transaction costs, totaling approximately $670 million. Management said overall market demand was softer than anticipated in both of its regions. Balance sheet total assets increased to $41.2 billion from $22.8 billion at December 31, 2024, reflecting the DS Smith acquisition, and long-term debt rose to $9.2 billion from $5.4 billion. The company reorganized into three segments: Packaging Solutions North America, Packaging Solutions EMEA and Global Cellulose Fibers. Packaging Solutions North America operating profit was $142 million, Packaging Solutions EMEA was $46 million and Global Cellulose Fibers was $17 million. The filing also describes management's review of strategic options for the Global Cellulose Fibers business.

Apr 30, 2025 8-K

International Paper 8-K Report, Corporate Update (Apr 14, 2025)

International Paper Company issued a press release on April 14, 2025, announcing that three of its indirectly owned subsidiaries have entered into exclusive negotiations with PALM Group of Germany to divest five European corrugated box plants. The plants are three in Normandy, France (one box plant in Saint-Amand, one box plant in Mortagne, and one sheet plant in Cabourg), one box plant in Ovar, Portugal, and one box plant in Bilbao, Spain. The company received an irrevocable offer from PALM, and the parties expect to enter into a definitive share purchase agreement after the required French works council consultation and/or employee information processes are completed. The closing is expected by the end of the second quarter of 2025. The divestiture is a remedy agreed with the European Commission in connection with International Paper's acquisition of DS Smith Plc, as published by the Commission on January 24, 2025. Completion remains subject to the European Commission's approval of the proposed purchaser. The company states that upon completion of this disposal, it will have satisfied all of its obligations to the European Commission related to the DS Smith acquisition. The filing does not disclose purchase price or proceeds. The press release notes that the company cannot predict with certainty whether or when negotiations will be successful, whether or when the transaction will close, or the impact of foreign exchange fluctuations or purchase price adjustments on anticipated proceeds. Investors should refer to the company's Form 10-K for the year ended December 31, 2024 for risk factors.

Apr 14, 2025 8-K

International Paper 8-K Report, Regulation FD Disclosure (Mar 25, 2025)

International Paper Company filed a Form 8-K on March 25, 2025, to furnish a press release announcing its Investor Day in New York City that day, beginning at 9:00 a.m. ET. The filing is a Regulation FD disclosure, and the information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The Company's Chairman and CEO, Andy Silvernail, along with other executive management, will lead presentations, panel discussions and a question-and-answer session covering the Company's strategic plans, updates on the DS Smith acquisition, and certain financial targets. The filing does not state the specific targets. The event webcast, registration link and presentation slides are available on the Company's investor relations website, with an archived webcast to be posted within 24 hours. The Company describes itself as the global leader in sustainable packaging solutions, headquartered in Memphis, Tennessee, with EMEA headquarters in London, more than 65,000 team members and operations in more than 30 countries. It reported 2024 net sales of $18.6 billion. The filing states that, in 2025, International Paper acquired DS Smith, which it says created an industry leader focused on the North American and EMEA regions. Investors following the Investor Day will likely look to the financial targets and DS Smith integration updates, though the filing itself does not provide their details.

Mar 25, 2025 8-K

International Paper 8-K Report, Material Agreement (Mar 11, 2025)

On March 11, 2025, International Paper Company disclosed under Item 1.01 that its wholly owned subsidiary DS Smith Limited ran consent solicitations for four series of its Euro-Medium Term Note Programme notes: €600,000,000 0.875% Notes due September 12, 2026; €850,000,000 4.375% Notes due July 27, 2027; £250,000,000 2.875% Notes due July 26, 2029; and €650,000,000 4.500% Notes due July 27, 2030. The proposed amendments removed DS Smith's obligation to prepare audited and unaudited consolidated accounts, aligned certain events of default with those in International Paper's debt documentation, added flexibility for potential reorganisation of DS Smith's subsidiaries, and made related consequential changes. In exchange for consent, DS Smith proposed that International Paper guarantee its payment obligations under the notes. Meetings of noteholders held on March 10, 2025 passed an Extraordinary Resolution for each series approving the amendments. DS Smith then executed Supplemental Trust Deeds, and International Paper executed a deed of guarantee for each series. The filing states that the full principal amount of each series remains outstanding, and that International Paper has become guarantor of each series effective March 10, 2025. For investors, the filing is a structural and credit-support change rather than a new borrowing: it adds International Paper's guarantee to roughly €2.95 billion of equivalent-denominated DS Smith notes, plus the sterling series, and removes separate DS Smith consolidated reporting obligations. The exhibits listed are the four deeds of guarantee and the Inline XBRL cover page.

Mar 11, 2025 8-K

International Paper 8-K Report, Executive Changes (Feb 28, 2025)

International Paper filed this Current Report on Form 8-K to disclose executive leadership changes effective April 1, 2025. The Board appointed Timothy S. Nicholls, currently senior vice president and chief financial officer, as executive vice president and president – DS Smith, an International Paper company, a newly created role leading the business in Europe, Middle East and Africa (EMEA). In that role he will oversee all EMEA operations, lead integration efforts, and report directly to Chief Executive Officer and Chairman Andrew K. Silvernail. The Company has not entered into any agreements with Mr. Nicholls or changed his compensation in connection with the appointment. Lance T. Loeffler, 48, was appointed senior vice president and chief financial officer, effective April 1, 2025, succeeding Mr. Nicholls and reporting directly to Mr. Silvernail. He joins from Halliburton, where he most recently served as senior vice president, Middle East and North Africa, and previously as executive vice president and chief financial officer. Under his offer letter dated February 26, 2025, he will receive an annual base salary of $850,000, a target annual bonus of 100% of base salary, a one-time inducement RSU award with a grant date fair value of $1,700,000, and a 2025 long-term incentive PSU grant with a grant date fair value of $3,500,000. The filing also describes enhanced severance protections for Mr. Loeffler. A Qualifying Termination entitles him to a lump sum cash severance of one and a half times the sum of base salary and target bonus, and this increases to two times if the termination occurs within two years of a change in control. The press release furnished as Exhibit 99.1 announces both changes and describes the integration of DS Smith, which the release states was acquired in 2025.

Feb 28, 2025 10-K

International Paper Annual Report, Year Ended Dec 31, 2024

International Paper Company reported full-year 2024 net earnings attributable to shareholders of $557 million ($1.57 per diluted share), compared with $288 million ($0.82 per diluted share) in 2023. Net sales were $18.6 billion, down $297 million or 2% from 2023, driven by lower sales volumes partially offset by higher sales prices. Adjusted operating earnings were $400 million ($1.13 per share) versus $438 million in 2023. Cash provided by operations was $1.68 billion and free cash flow was $757 million, with capital spending of $921 million. Management said earnings stabilized in the fourth quarter of 2024 and expects to accelerate earnings improvement in 2025. The year was dominated by the 80/20 strategic approach, a corporate overhead restructuring, the planned closure of the Georgetown, South Carolina mill, and a review of strategic options for the Global Cellulose Fibers business. Restructuring and other charges totaled $221 million, and net special items were $363 million pre-tax. A net income tax benefit of $415 million, driven by a $416 million benefit from an internal legal entity restructuring, produced a reported effective tax rate of (282)%. The company also completed its business combination with DS Smith on January 31, 2025, issuing 178,126,631 new shares, which holders will own approximately 34.1% of after issuance. The filing also discloses a February 2025 plan to close the Campti, Louisiana containerboard mill, with approximately $357 million of expected pre-tax charges in the first quarter of 2025. At year-end 2024 the company had approximately $5.6 billion of outstanding indebtedness, $1.9 billion of credit facilities, and long-term credit ratings of BBB (S&P) and Baa2 (Moody's), both with stable outlooks. Investors should weigh the post-merger integration risks, the two-exchange listing, and the sensitivity of earnings to pricing and mill reliability.

Feb 21, 2025 8-K

International Paper 8-K Report, Exit or Disposal Costs (Feb 13, 2025)

On February 11, 2025, International Paper Company committed to actions affecting its North American Packaging Solutions business, with estimated aggregate pre-tax charges of approximately $357 million. The largest component is the planned permanent closure of its containerboard mill in Campti, Louisiana, which the Company expects to reduce containerboard capacity by approximately 814,000 tons annualized. The charges comprise a pre-tax noncash asset write-off of approximately $311 million, of which $276 million is accelerated depreciation, and pre-tax cash severance and other shutdown charges of approximately $46 million. The Company expects these charges to be recorded in the three months ending March 31, 2025, and the mill closure is expected to reduce its workforce by approximately 481 employees. A press release issued February 13, 2025 (Exhibit 99.1) broadens the closures to include the Red River containerboard mill in Campti, a recycling plant in Phoenix, Arizona, a box plant in Hazleton, Pennsylvania, and a sheet feeder facility in St. Louis, Missouri. It describes the Red River closure as reducing containerboard capacity by approximately 800,000 tons on an annualized basis, and states that 495 hourly and 179 salaried employees will be affected. The release says all facilities will cease operations by the end of April 2025, while the Form 8-K states that mill manufacturing operations are expected to cease by March 31, 2025. The Company states it will use attrition, retirements and current vacancies at other locations to minimize employee impact, and that the actions are a step in its transformation into a stronger sustainable packaging solutions company focused on investments that best serve customers. The filing's forward-looking statements caution that the amount and timing of the charges, and the anticipated benefits of the closures, could differ materially from current expectations.

Feb 13, 2025 8-K

International Paper 8-K Report, Executive Changes (Feb 11, 2025)

International Paper Company (NYSE: IP) filed this Form 8-K on February 11, 2025 to report two governance and compensation actions. First, the Board of Directors appointed David A. Robbie as an independent director effective immediately, bringing the Board to 11 members, 10 of whom are independent. Mr. Robbie was appointed to the Audit and Finance and Public Policy and Environment committees, and he is slated for nomination for re-election at the May 2025 annual meeting of shareowners. The press release describes Mr. Robbie as having served on the DS Smith Board since 2019, and notes that International Paper acquired DS Smith on January 31, 2025. Second, the Board approved and adopted the International Paper Company Executive Severance Plan, which supersedes the 2005 Board Policy on Severance Agreements with Senior Executives. The plan covers certain officers and named executive officers, including Chairman and CEO Andrew K. Silvernail, CFO Timothy S. Nicholls, W. Thomas Hamic, and General Counsel Joseph R. Saab. Upon a qualifying termination outside a change in control, Mr. Silvernail would receive a lump sum of 2 times Total Cash Compensation (base salary plus target bonus), and the other named executive officers would receive 1.5 times, along with pro-rata bonus, continued health and welfare benefits, and outplacement services, subject to restrictive covenants and a release of claims. For investors, the filing shows a board refresh tied to the DS Smith integration and a formalized severance framework for senior executives. The filing itself does not quantify the total cost of these severance arrangements.

Feb 11, 2025 8-K

International Paper 8-K Report, Corporate Update (Feb 3, 2025)

International Paper Company published its Third Supplementary Prospectus on February 3, 2025, under the U.K. Financial Conduct Authority's Prospectus Regulation Rules. The supplement should be read together with the original U.K. prospectus published September 11, 2024, and the first and second supplementary prospectuses published November 4, 2024 and December 5, 2024, respectively. Together these documents form the U.K. Prospectus. The U.K. Prospectus covers the admission of the Company's common stock, par value $1.00 per share, to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. The listing relates to the previously disclosed recommended offer to acquire the issued and to be issued share capital of DS Smith Plc in an all-stock transaction (the "Acquisition"). The filing states that the Acquisition closed on January 31, 2025, and refers investors to the Company's Current Report on Form 8-K filed with the SEC on that date for further detail.

Feb 3, 2025 8-K

International Paper 8-K Report, Acquisition Completed (Jan 31, 2025)

On January 31, 2025, International Paper Company, through its indirect wholly owned subsidiary International Paper UK Holdings Limited, completed its acquisition of the entire issued and to be issued ordinary shares of DS Smith plc. The acquisition was effected by a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Under the terms announced on April 16, 2024, each DS Smith ordinary share was exchanged for 0.1285 of a new share of International Paper common stock, resulting in the issuance of approximately 179,847,780 new shares. Upon completion, the holders of the new shares will collectively own approximately 34.1% of the Company's outstanding share capital, based on the Company's basic outstanding share capital and DS Smith's fully diluted share capital as of January 31, 2025. The company expects DS Smith shares to be delisted from the London Stock Exchange on February 4, 2025. On that date, the new common stock is expected to begin trading on the New York Stock Exchange under the symbol "IP," and all common stock will trade on the London Stock Exchange via a secondary listing under the symbol "IPC." The shares are being issued in reliance on the Section 3(a)(10) exemption from registration under the Securities Act of 1933. The accompanying press release describes the combined company as a global leader in sustainable packaging solutions and states that the company expects synergies of at least $514 million. It also states that the acquisition is expected to be EPS accretive in year one and that the company will maintain a strong investment-grade balance sheet. International Paper reported 2024 net sales of $18.6 billion and more than 65,000 team members. The filing states that financial statements and pro forma financial information required under Items 9.01(a) and 9.01(b) were previously filed in the company's Definitive Proxy Statement on Schedule 14A dated September 12, 2024.

Jan 31, 2025 8-K

International Paper 8-K Report, Financial Results (Jan 30, 2025)

International Paper Company issued a press release on January 30, 2025 reporting full-year and fourth-quarter 2024 results. For full-year 2024, the company reported net earnings of $557 million, or $1.57 per diluted share, and adjusted operating earnings (non-GAAP) of $400 million, or $1.13 per diluted share, on net sales of $18.6 billion (versus $18.9 billion in 2023). The fourth quarter produced a net loss of $147 million, or $0.42 per diluted share, and an adjusted operating loss (non-GAAP) of $7 million, or $0.02 per diluted share, on net sales of $4.6 billion in both 2024 and 2023. Full-year and fourth-quarter results include a pre-tax charge of $395 million for accelerated depreciation and restructuring, including $334 million tied to the previously announced closure of the Georgetown, S.C. pulp mill. Chairman and CEO Andy Silvernail said earnings stabilized in the quarter and the company intends to accelerate earnings improvement in 2025, describing 2025 as a transformational year focused on cost reduction, balancing capacity to demand, and optimizing its box plant system. The company also said it is actively exploring strategic options for its Global Cellulose Fibers business and anticipates welcoming DS Smith into the company, with the proposed business combination with DS Smith Plc expected to close on January 31, 2025. Fourth-quarter Global Cellulose Fibers operating profit was a loss of $250 million, including $215 million of accelerated depreciation tied to the Georgetown closure, while Industrial Packaging operating profit rose to $247 million. Full-year 2024 cash provided by operations was $1.678 billion and free cash flow (non-GAAP) was $757 million, compared with $1.833 billion and $692 million in 2023. Long-term debt was $5.368 billion at December 31, 2024, and total equity was $8.173 billion.

Jan 30, 2025 8-K

International Paper 8-K Report, Corporate Update (Jan 24, 2025)

International Paper Company, a New York corporation, filed this Current Report under Item 8.01 (Other Events) to announce that the European Commission issued its conditional Phase I clearance of the previously announced business combination with DS Smith Plc, an England and Wales public limited company. The clearance, issued on 24 January 2025, is conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Ovar (Portugal) and Bilbao (Spain). Completion of the divestment is not a condition to completing the Combination, and the filing states that the antitrust and regulatory conditions in paragraphs 3(a) to (e) of Part Three of the Scheme Document have been satisfied. The combination is a recommended all-share transaction, to be implemented by a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. DS Smith shareholders would receive New International Paper Shares ranking pari passu with existing International Paper shares. The Court Hearing is scheduled for 30 January 2025, the Scheme Record Time is 6.00 p.m. on 31 January 2025, and the Scheme is expected to become effective on 31 January 2025. Listing of New International Paper Shares on the New York Stock Exchange is expected by 9.30 a.m. (New York time) on 4 February 2025, and the Long Stop Date is 16 October 2025. The filing states that the combination remains subject to Court sanction, delivery of the Court Order to the Registrar of Companies, and satisfaction or waiver of the remaining Scheme Conditions. CEO Andrew Silvernail is quoted as saying the combination will create a global leader in sustainable packaging solutions focused on the North American and EMEA regions. The company's 2023 net sales are stated as $18.9 billion, with approximately 39,000 colleagues.

Jan 24, 2025 8-K

International Paper 8-K Report, Executive Changes (Dec 13, 2024)

On December 9, 2024, International Paper Company's Management Development and Compensation Committee approved the 2025 Long-Term Incentive Compensation Plan (2025 LTIP) under the shareowner-approved 2024 Long-Term Incentive Compensation Plan. Under the 2025 LTIP, equity awards for executive officers will consist of 100% performance stock units (PSUs), replacing the prior year's mix of 80% PSUs and 20% restricted stock units. The sole performance metric for these PSUs will be 100% relative total shareowner return (TSR), measured over a three-year period against an expanded peer group of the 40 constituents of the S&P Composite 1500 Materials Index with the highest three-year stock price correlation with the Company. The performance range remains 0% to 200%, and the PSUs vest after the three-year performance period. The new approach takes effect with annual equity grants on January 1, 2025. The filing lists approved total target LTIP award values for those grants: $12,500,000 for Andrew K. Silvernail, Chairman and Chief Executive Officer; $3,500,000 for Timothy S. Nicholls, Senior Vice President and Chief Financial Officer; $2,800,000 for W. Thomas Hamic, Executive Vice President and President – North American Packaging Solutions; and $2,000,000 for Joseph R. Saab, Senior Vice President, General Counsel and Corporate Secretary. The Committee also approved an increase in total direct compensation for Mr. Nicholls and Mr. Saab based on position to market. The Committee states that these changes are in the best interests of shareowners, will motivate and retain key executives, and will align pay with performance over a longer period.

Dec 13, 2024 8-K

International Paper 8-K Report, Corporate Update (Dec 5, 2024)

International Paper Company filed a Current Report on Form 8-K on December 5, 2024, disclosing under Item 8.01 (Other Events) that it published a second supplementary prospectus under the U.K. Financial Conduct Authority's Prospectus Regulation Rules. The supplement relates to the U.K. prospectus covering the admission of its common stock, par value $1.00 per share, to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market of the London Stock Exchange. The listing is tied to the previously disclosed recommended offer by International Paper to acquire the issued and to be issued share capital of DS Smith Plc in an all-stock transaction (the "Acquisition"). The filing states that International Paper's shareholders approved the proposed issuance of new shares to DS Smith shareholders in connection with the Acquisition on October 11, 2024. The supplement is to be read together with the original prospectus published on September 11, 2024, and the first supplementary prospectus published on November 4, 2024. For investors, the filing is primarily a regulatory update on the U.K. listing documentation supporting the stock-based DS Smith acquisition, rather than a disclosure of new financial results or deal terms.

Dec 5, 2024 8-K

International Paper 8-K Report, Corporate Update (Nov 4, 2024)

On November 4, 2024, International Paper Company published a supplementary prospectus under the U.K. Prospectus Regulation Rules of the Financial Conduct Authority. The supplement is to be read together with the prospectus published on September 11, 2024. Together these documents, the U.K. Prospectus, relate to the admission of International Paper common stock, par value $1.00 per share, to the equity shares (international commercial companies secondary listing) category of the FCA's Official List and to trading on the main market of the London Stock Exchange. The listing is tied to the recommended offer by International Paper to acquire the issued and to be issued share capital of DS Smith Plc in an all-stock transaction, referred to as the Acquisition. The filing states that shareholders of International Paper approved the issuance of new common stock to DS Smith shareholders in connection with the Acquisition on October 11, 2024. The filing is a disclosure under Item 8.01 (Other Events) and does not itself state financial results, deal terms beyond the all-stock structure, or valuation figures. Investors would primarily note the U.K. secondary listing step and the shareholder approval as milestones in the DS Smith transaction.

Nov 4, 2024 10-Q

International Paper Quarterly Report for Q3 Ended Sep 30, 2024

International Paper Company's Form 10-Q for the quarter ended September 30, 2024 reports third-quarter net sales of $4,686 million, up from $4,613 million a year earlier, and net earnings of $150 million ($0.42 per diluted share), compared with $165 million ($0.47 per diluted share) in the third quarter of 2023. Adjusted operating earnings were $153 million ($0.44 per diluted share), versus $224 million ($0.64 per diluted share) in the prior-year quarter. For the nine months, net sales were $14,039 million and net earnings were $704 million ($1.99 per diluted share). Results were supported by higher sales prices, while selling and administrative expenses rose sharply to $508 million in the quarter from $286 million, and restructuring and other charges of $56 million were recorded. Income tax benefits from an internal legal entity restructuring ($338 million in the second quarter and $78 million in the third quarter) strongly affected reported results. The company is executing an 80/20 strategic approach that includes a corporate overhead restructuring plan targeting approximately 650 employees with aggregate pre-tax charges of about $80 million, closure of five North American packaging plants in the fourth quarter, and the October 31, 2024 announcement of a permanent closure of its Georgetown, South Carolina pulp mill with pre-tax charges of about $270 million, mostly accelerated depreciation. The company also announced a review of strategic options for its Global Cellulose Fibers business. Free cash flow was $620 million for the first nine months of 2024, versus $505 million a year earlier, and dividends paid were $482 million. The pending acquisition of DS Smith Plc is progressing: DS Smith shareholders and International Paper shareholders approved the transaction in October 2024, the HSR waiting period expired, and the combination remains subject to European Commission antitrust clearance, with completion expected early in the first quarter of 2025. Total debt was $5.6 billion at September 30, 2024, and the company was in compliance with its debt covenants.

Nov 1, 2024 8-K

International Paper 8-K Report, Financial Results (Oct 31, 2024)

International Paper reported third-quarter 2024 net earnings of $150 million ($0.42 per diluted share), compared with $498 million in the second quarter of 2024 and $165 million in the third quarter of 2023. Third-quarter adjusted operating earnings (non-GAAP) were $153 million ($0.44 per diluted share), versus $193 million ($0.55) in the second quarter and $224 million ($0.64) a year earlier. Net sales were $4,686 million, down from $4,734 million in the second quarter and up from $4,613 million in the third quarter of 2023. Management attributed higher prices across the portfolio, including benefits from its packaging go-to-market strategy, to a moderately improving box demand environment, while higher operating costs and lower volumes due to seasonality and commercial actions weighed on results. Industrial Packaging operating profit fell to $197 million from $291 million in the second quarter, reflecting seasonally lower volumes, higher operating costs and input costs, and higher planned outage costs in North America. Global Cellulose Fibers operating profit rose to $40 million from $31 million in the second quarter. Net special items were a after-tax charge of $12 million ($0.04 per diluted share), including $56 million of pre-tax severance costs tied to the 80/20 strategic approach, $26 million of DS Smith combination costs, and $25 million of strategic advisory fees. Third-quarter cash provided by operations was $521 million and free cash flow was $309 million, and the company returned $161 million to shareholders in dividends. Management described a strategy focused on profitable growth, with organizational restructuring, corporate cost reductions, facility closures to structurally reduce operating costs, and an exploration of strategic options for the Global Cellulose Fibers business. The company stated that it expects the proposed combination with DS Smith Plc to close early in the first quarter of 2025.

Oct 31, 2024 8-K

International Paper 8-K Report, Exit or Disposal Costs (Oct 21, 2024)

International Paper Company (NYSE: IP) reported in this Form 8-K, under Item 2.05 (Costs Associated with Exit or Disposal Activities), that it announced a corporate overhead restructuring plan on October 15, 2024. The plan is aimed at reducing operating costs, optimizing the organizational structure, and better aligning the workforce with the needs of the business and its customers. The majority of the plan is expected to be substantially implemented in the fourth quarter of 2024. The company plans to reduce its workforce by approximately 650 employees. Affected employees are eligible for severance and other termination benefits under the Salaried Employee Severance Plan, including outplacement services, contingent on signing a separation agreement with a general release of claims. The company estimates aggregate pre-tax restructuring charges of approximately $80 million to $100 million, of which about $50 million was expected to be recorded in the third quarter of 2024 and about $30 million to $50 million in the fourth quarter of 2024. Substantially all of these charges will involve cash payments, with the majority expected to be paid in the first quarter of 2025. The filing states that the estimated charges are subject to assumptions and that actual results may differ materially. It also notes that the company may undertake additional restructuring and cost reduction measures and incur further related charges.

Oct 21, 2024 8-K

International Paper 8-K Report, Shareholder Vote Results (Oct 11, 2024)

On October 11, 2024, International Paper Company (NYSE: IP) held a special shareholder meeting to approve the proposed acquisition of DS Smith Plc by International Paper UK Holdings Limited, an indirect wholly owned subsidiary. Holders of 283,548,411 of the 347,379,366 shares of Common Stock outstanding on the September 12, 2024 record date were present in person or by proxy, constituting a quorum. Shareholders approved the Share Issuance Proposal, which covers issuing new shares of Common Stock to DS Smith shareholders in connection with the acquisition, with 281,946,921 votes for, 861,263 against, and 740,277 abstentions. The adjournment proposal, which would have applied only if there were insufficient votes to approve the share issuance, also received majority support, but it was not needed for the share issuance. In a press release furnished as Exhibit 99.1, the company stated that DS Smith shareholders also gave the necessary approval earlier that week. The company and DS Smith continue to expect the combination to close late in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions. CEO Andy Silvernail said the approvals confirm strong support for the combination, which he described as creating a global leader in sustainable packaging solutions. The filing is a shareholder vote report. It does not include financial results, deal terms beyond the share issuance, or the valuation of the transaction. The press release describes International Paper as a global provider of renewable fiber-based packaging and pulp products, with approximately 39,000 colleagues and 2023 net sales of $18.9 billion.

Oct 11, 2024 8-K

International Paper 8-K Report, Corporate Update (Oct 1, 2024)

International Paper Company (IP) filed this Form 8-K to supplement its definitive proxy statement, filed September 12, 2024, for the proposed issuance of new common stock as the stock consideration in its all-stock recommended offer to acquire DS Smith Plc. The Special Meeting of shareholders to approve the share issuance is scheduled for October 11, 2024 at 11:00 a.m. Central Time. The filing states that two complaints were filed on September 19 and 20, 2024 in the Supreme Court of the State of New York, and that several shareholders sent demand letters from September 4 to September 27, 2024. The complaints allege the proxy statement omitted material information, and the plaintiffs seek to enjoin the acquisition until additional disclosure is made or, if it closes, seek rescission or damages. The company states it believes these claims are without merit and that no supplemental disclosure is required, but has voluntarily supplemented the proxy statement to reduce the risk of delay or adverse effects on the closing. The supplemental disclosures amend and restate portions of the financial analyses prepared by BofA Securities for both companies. For DS Smith, BofA applied an adjusted EBITDA multiple reference range of 6.5x to 8.5x to calendar year 2024 estimates, a perpetuity growth rate range of 2.00% to 3.00%, and discount rates of 8.00% to 10.00%. For International Paper, BofA applied an adjusted EBITDA multiple reference range of 7.5x to 9.5x, a perpetuity growth rate range of 2.00% to 3.00%, and discount rates of 7.50% to 9.00%. The International Paper analysis uses net debt of approximately $4,449 million as of December 31, 2023 and approximately 354.259 million fully-diluted shares. The analyst price target ranges for International Paper common stock were $36.60 to $43.00 as of April 12, 2024. The filing states that these updates supersede the corresponding information in the proxy statement.

Oct 1, 2024 8-K

International Paper 8-K Report, Corporate Update (Sep 11, 2024)

On September 11, 2024, International Paper Company published a U.K. prospectus under the rules of the U.K. Financial Conduct Authority, relating to the admission of its common stock to the equity shares (international commercial companies secondary listing) category of the Official List and to trading on the main market of the London Stock Exchange. The listing is tied to the previously disclosed recommended offer to acquire DS Smith Plc in an all-stock transaction (the "Acquisition"). The same day, DS Smith published a scheme document containing the full terms and conditions of the Acquisition and set October 7, 2024 as the date of its shareholder meeting to approve the Acquisition. International Paper plans to file a definitive proxy statement on Schedule 14A with the SEC on September 12, 2024 for the issuance of its common stock as stock consideration in the Acquisition (the "Share Issuance"). The company's special meeting of shareholders to approve the Share Issuance is scheduled for October 11, 2024 at 11:00 a.m. Central Time. The filing states that, if the Acquisition is effected as a U.K. scheme of arrangement, the Share Issuance would not be expected to require registration under the Securities Act of 1933, relying on the exemption in Section 3(a)(10). The filing is primarily a procedural disclosure: it lists key dates in the approval process and includes standard forward-looking statement cautions, noting risks such as the ability to consummate the Acquisition in a timely manner or at all. Investors should watch the October 7 DS Smith shareholder vote and the October 11 International Paper shareholder vote, which are the stated milestones for completing the transaction.

Sep 11, 2024 8-K

International Paper 8-K Report, Executive Changes (Sep 10, 2024)

International Paper Company (NYSE: IP) filed a Form 8-K reporting a leadership change at the Board level. Mark S. Sutton notified the Board of his intent to retire as Chairman of the Board and as a director, effective September 30, 2024. On September 10, 2024, the Board appointed Andrew K. Silvernail, the Company's Chief Executive Officer, as Chairman effective October 1, 2024. The filing states that the Board expressed its appreciation to Mr. Sutton for his years of service and contributions. The accompanying press release (Exhibit 99.1) says Mr. Sutton stepped aside as CEO in May 2024 and continued as Chairman until his retirement from the Board. Lead Director Chris Connor credited Mr. Sutton with strengthening the company's balance sheet and focusing the portfolio. Connor said Mr. Silvernail, who joined as CEO in May 2024, has the team aligned on implementing the company's strategy. The filing describes Mr. Silvernail as having two decades of experience leading global manufacturing and technology companies, including prior roles as Chairman and CEO of Madison Industries and of IDEX Corporation from 2011 to 2020. The release states that total shareholder return grew by more than 500% during his tenure at IDEX. The filing also notes the Company's 2023 net sales of $18.9 billion and approximately 39,000 employees.

Sep 10, 2024 8-K

International Paper 8-K Report, Executive Changes (Aug 27, 2024)

International Paper Company (IP) filed this Form 8-K on August 27, 2024 to report the appointment of W. Thomas Hamic as executive vice president and president - North American Packaging Solutions, a newly created role effective September 1, 2024. Hamic will lead the Company's Container and Containerboard businesses in North America and will report directly to Chief Executive Officer Andrew "Andy" K. Silvernail. He previously served as senior vice president - North American Container and chief commercial officer, a role he had held since January 2023, and joined the Company in 1991. The filing sets out Hamic's compensation changes. His annual base salary will increase to $750,000 from $650,000, and he will be eligible for an annual bonus under the Annual Incentive Plan with a target of 100% of base salary. The Company expects his early-2025 annual equity awards under the 2024 Long-Term Incentive Compensation Plan to have a grant date fair value of $2,800,000, consisting of performance stock units and restricted stock units. The filing states that no other changes to his compensation were made in connection with the appointment. The announcement is primarily a leadership change in the Company's North American packaging operations. The filing also furnishes a press release dated August 26, 2024, announcing the appointment.

Aug 27, 2024 8-K

International Paper 8-K Report, Executive Changes (Aug 13, 2024)

International Paper (NYSE: IP) filed a Current Report on Form 8-K dated August 13, 2024 to disclose a senior leadership change. The company determined on August 12, 2024 that Tom Plath, Senior Vice President of Human Resources and Corporate Affairs, will leave the company at the end of the year. His responsibilities are being reassigned immediately, and he will serve in an advisory capacity through the end of the year. No replacement has yet been appointed. The accompanying press release (Exhibit 99.1) describes Plath's 33-year career with IP, during which he held roles in HR, operations, marketing and general management. He was named an officer in 2013, elected senior vice president in 2017, and had his role expanded in 2023 to SVP, human resources and corporate affairs. That expanded role covered human resources, aviation, real estate, communications, sustainability and government relations. The filing contains no financial results or guidance. The press release states that IP employs approximately 39,000 colleagues and that net sales for 2023 were $18.9 billion. For investors, the key items are the departure of a senior executive and the open question of who will take over his broad portfolio of responsibilities.

Aug 13, 2024 10-Q

International Paper Quarterly Report for Q2 Ended Jun 30, 2024

International Paper Company reported net earnings of $498 million ($1.41 per diluted share) for the second quarter of 2024, compared with $235 million ($0.68 per diluted share) in the second quarter of 2023. For the six months ended June 30, 2024, net earnings were $554 million, versus $407 million a year earlier, and net sales were $9.35 billion, compared with $9.70 billion. The quarter's results were boosted by a $338 million deferred tax benefit tied to an internal legal entity restructuring. The company reported Adjusted operating earnings of $193 million ($0.55 per diluted share) for the second quarter, against $204 million ($0.59 per diluted share) a year earlier. Management said Industrial Packaging volumes came in below expectations and that it expects third-quarter 2024 earnings to be negatively affected by a reliability and capacity reset, higher maintenance outage expense and seasonally lower sales volumes. Cash provided by operations was $760 million for the first six months of 2024, down from $873 million, and free cash flow was $311 million, up from $265 million. Cash and temporary investments stood at $1.05 billion at June 30, 2024, and total debt-related figures include $5.6 billion of debt with an estimated fair value of $5.2 billion. Total equity was $8.60 billion. The company has agreed to acquire DS Smith Plc in an all-stock transaction valued at an implied enterprise value of approximately $9.9 billion. Pro forma ownership would be 66.3% for IP shareholders and 33.7% for DS Smith shareholders, and the transaction is expected to close in the fourth quarter of 2024, subject to shareholder approvals and regulatory clearances in Europe. The filing also details several contingent liabilities, including a Brazil goodwill tax matter with assessments totaling approximately $354 million (adjusted for currency variation), environmental reserves of approximately $270 million, and an Italian antitrust fine that remains under appeal. Credit ratings were stated as BBB (stable) from S&P and Baa2 (stable) from Moody's.

Jul 26, 2024 8-K

International Paper 8-K Report, Financial Results (Jul 24, 2024)

International Paper reported second-quarter 2024 net earnings of $498 million, or $1.41 per diluted share, on net sales of $4,734 million. The result includes a $338 million tax benefit ($0.96 per diluted share) tied to an internal legal entity restructuring. Excluding net special items, non-operating pension items and discontinued operations, adjusted operating earnings were $193 million, or $0.55 per diluted share, compared with $204 million, or $0.59 per share, in the second quarter of 2023 and $61 million, or $0.17 per share, in the first quarter of 2024. Net special items were a net after-tax benefit of $297 million ($0.84 per diluted share). By segment, Industrial Packaging operating profit rose to $291 million from $216 million in the first quarter, driven by higher box sales prices in North America and higher sales volumes. Global Cellulose Fibers operating profit improved to $31 million from a loss of $47 million in the prior quarter, reflecting higher average sales prices for fluff and paper and tissue grade pulp. Cash provided by operations was $365 million and free cash flow was $167 million, and the company returned $160 million to shareholders in dividends. Management stated that it expects near-term performance to be challenged and is deploying an 80/20 business process to accelerate improvement. The release also highlights the proposed business combination with DS Smith Plc, an all-share transaction, for which International Paper expects to file a proxy statement in later summer or early autumn. Second-quarter results included $17 million of pre-tax DS Smith combination costs and $12 million of strategic advisory fees, both excluded from adjusted results. The filing presents the financial information as preliminary and unaudited.

Jul 24, 2024 8-K

International Paper 8-K Report, Corporate Update (Jun 25, 2024)

International Paper Company filed this Form 8-K on June 25, 2024 to report that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired for the previously disclosed terms of its recommended offer to acquire the issued and to be issued share capital of DS Smith Plc in an all-stock transaction (the "Business Combination"). The company announced this in a press release attached as Exhibit 99.1. The press release states that the HSR expiration removes the HSR Act's bar to closing, but that completion remains subject to the satisfaction or waiver of remaining conditions, including regulatory clearance from the European Commission and sanctioning of the Scheme by the Court. International Paper and DS Smith still expect the Scheme to become effective in the fourth quarter of 2024. The press release references a Rule 2.7 announcement released by the two companies on April 16, 2024 for the defined terms. The filing is largely procedural. It contains forward-looking statement cautions and solicitation and participant disclosures, and notes that the share issuance would not be expected to require U.S. Securities Act registration if the deal is effected as a UK scheme of arrangement under Section 3(a)(10). It does not report new financial results or purchase price figures.

Jun 25, 2024 8-K

International Paper 8-K Report, Executive Changes (May 23, 2024)

International Paper Company filed this Form 8-K on May 23, 2024 to report board changes. Ilene S. Gordon resigned from the Board of Directors effective May 21, 2024. The filing states her resignation was not due to any disagreement with the Company on its operations, policies, or practices. The Board elected Jamie A. Beggs and Scott A. Tozier as independent directors effective May 21, 2024, and appointed both to the Audit and Finance and Public Policy and Environment committees. Following these changes, the Board consists of 11 members, nine of whom are independent. The filing states that the Board determined both new directors meet New York Stock Exchange independence requirements and the Board's more rigorous independence standards. It also states that there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. Their compensation will be consistent with that of other non-employee directors, including an eligible annual grant of Company stock under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors. Exhibit 99.1 is a press release issued May 23, 2024 announcing the director changes. The release states that Ms. Gordon retired citing personal and health reasons, and it describes the backgrounds of Ms. Beggs, currently SVP and CFO of Avient Corporation, and Mr. Tozier, a strategic advisor at Albemarle Corporation and its former EVP and CFO. The release also notes that at its May 14, 2024 meeting the Board appointed Clinton A. Lewis, Jr., as chair of the Governance Committee.

May 23, 2024