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IPInternational Paper

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The 10-K against last year's

1275 changes: 1029 added, 153 removed, 92 reworded, 1 quiet changes

10-K Feb 27, 2026 vs Feb 21, 2025
Risk FactorsRedline ↓
87.5%
of the text changed · 12,753 words now
MD&ARedline ↓
84.0%
of the text changed · 9,705 words now
Legal ProceedingsRedline ↓
92.0%
of the text changed · 2,388 words now
Accounting PoliciesRedline ↓
86.9%
of the text changed · 3,568 words now

10-K 0000051434-26-000055 (2026-02-27) vs 10-K 0000051434-25-000013 (2025-02-21)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 117 words changed in this paragraph; it is 32% similar to last year's version.
In millions 2025 2024 2023 Net sales $ 18,619 $ 18,916 Cost of products sold 13,376 13,629 Selling and administrative expenses 1,840 1,360 Depreciation and amortization 1,305 1,432 Distribution expenses 1,475 1,575 Taxes other than payroll and income taxes 147 154 Restructuring and other charges, net 221 99 Net (gains) losses on sales of fixed assets (58) — Interest expense, net 208 231 Non-operating pension (income) expense (42) 54 Earnings (Loss) from continuing operations before income taxes and equity earnings (loss) 147 382 Continuing Operations $(2,838) $725 Add back: Income tax provision (benefit) (415) 59 (533) (361) Less: Equity earnings (loss), net of taxes (3) (5) (21) Earnings (loss) (Loss) from continuing operations $ 557 $ 302 Continuing Operations Before Income Taxes and Equity Earnings (3,368) 369 (Loss) Interest expense, net 372 214 Special items 3,237 245 Non-operating pension expense (income) (12) (42) Depreciation and amortization 2,747 850 Adjusted EBITDA from Continuing Operations $2,976 $1,636

Source: Item 7, 10-K 0000051434-26-000055 vs Item 7, 10-K 0000051434-25-000013

Accounting Policies 95 words changed in this paragraph; it is 32% similar to last year's version.
The Company has the option to evaluate goodwill for impairment by first performing a qualitative assessment of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amounts, then the quantitative goodwill impairment test is not required to be performed. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the

Source: Item 8, Note 1 – SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000051434-26-000055 vs Item 8, Note 1 – SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000051434-25-000013

Risk Factors 92 words changed in this paragraph; it is 30% similar to last year's version.
periods. Likewise, changes in assumptions regarding current discount rates and expected rates of return on plan assets could increase pension costs. However, the impact of market fluctuations has been reduced as a result of investments in our pension plan asset portfolio which hedge the impact of changes in interest rates on the plan’s funded status. Drivers for fluctuating health costs include unit cost changes, health care utilization by participants, and potential changes in legal requirements and government oversight. If any of these factors cause pension costs or health care benefits to increase in future periods, this could have an adverse effect on our business, financial condition, results of operations and/or cash flow.

Source: Item 1A, 10-K 0000051434-26-000055 vs Item 1A, 10-K 0000051434-25-000013

Legal Proceedings 78 words changed in this paragraph; it is 30% similar to last year's version.
Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a 57-acre dammed river impoundment that historically received paperboard mill wastewater in Sprague, Connecticut. A comprehensive investigation has determined that Versailles Pond is contaminated with polychlorinated biphenyls, mercury, and metals. A preliminary remediation plan was prepared in the third quarter of 2023. Negotiations with state and federal governmental officials are ongoing regarding the scope and timing of the remediation. The total estimated liability for Versailles Pond was $30 million as of both December 31, 2024 and December 31, 2023.

Source: Item 3, via Note 14 – COMMITMENTS AND CONTINGENT LIABILITIES, 10-K 0000051434-26-000055 vs Item 3, via Note 13 – COMMITMENTS AND CONTINGENT LIABILITIES, 10-K 0000051434-25-000013

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of IP's Risk Factors and MD&A, 10-K 2026-02-27 against 10-K 2025-02-21. Each links to the text at sec.gov.

All 1275 Added 1029Removed 153Reworded 92Quiet changes 1
RemovedRisk Factors
•Failure to successfully integrate DS Smith and realize the benefits and operating synergies expected from the business combination to the extent or within the timeframes anticipated

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
The following are material risk factors of which we are aware, including risk factors that could cause the Company’s actual results to differ materially from those contemplated in any forward-looking statement. If any of the events or circumstances described in any of the following risk factors occurs, our business, results of operations and/or financial condition could be materially and adversely affected, and our actual results may differ materially from those contemplated in any forward-looking statements we make in any public disclosures. Additional factors that could affect our business, results of operations and/or financial condition are discussed elsewhere in this Annual Report on Form 10-K (including in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations) and in the Company’s other filings with the Securities and Exchange Commission.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
We may fail to successfully integrate DS Smith and realize the anticipated benefits and operating synergies expected from the business combination, which could adversely affect our business, financial condition and operating results.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
On January 31, 2025, we completed the previously announced business combination with DS Smith. The success of the business combination will depend, in significant part, on our ability to successfully integrate DS Smith, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the business combination.

Read it in 10-K 2025-02-21 at sec.gov ↗

Show the other 16
RemovedRisk Factors
The complexity and magnitude of the integration effort associated with the business combination are significant, and integrating DS Smith has resulted, and will continue to result, in significant costs. The integration process could cause an interruption of, or loss of momentum in, the other activities of the Company, and our failure to meet the challenges involved in integrating DS Smith and realize the anticipated benefits of the business combination could adversely affect our business, financial condition and results of operations. These challenges include, without limitation:

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•Difficulties in the integration of operations and systems, including significant modifications to our internal control systems, processes and critical information systems;

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedRisk Factors
•Designing, implementing and maintaining effective internal control over financial reporting and remediating the previously disclosed material weaknesses of DS Smith;

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Risk Factors” and “Forward-Looking Statements.”

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Full-year 2024 net earnings attributable to shareholders were $557 million ($1.57 per diluted share) compared with $288 million ($0.82 per diluted share) for full-year 2023.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
In 2024, we initiated our strategy to deliver profitable growth as the low-cost, most reliable and innovative sustainable packaging solutions provider for our customers. Through a disciplined 80/20 approach, we restructured our corporate organization, added resources to the business, reduced structural costs through footprint actions and successfully piloted regional box plant optimization. Our earnings stabilized in the fourth quarter 2024 and we intend to accelerate earnings improvement in 2025. Our Go-to-Market value over volume reset was largely complete in 2024 and we expect the final unfavorable impacts to volume to be behind us later in 2025. There was a significant focus throughout 2024 on cost reduction. This included a zero-up approach to the corporate organization, including shifting resources to the business and reducing corporate staffing to the level required as a public company. We expect this to reduce costs by approximately $120 million on a run rate basis. Additionally, we made the challenging decision to close five box plants and our Global Cellulose Fibers Georgetown, South Carolina mill. These actions are expected to remove roughly another $110 million of annual cost on a run rate basis. Mill reliability was an issue in 2024 resulting in elevated costs throughout the year. This presents a significant cost reduction opportunity and we will continue to improve the reliability at our mills and optimize our mill and box system so that we are able to reduce structural costs. Finally, we completed the acquisition of DS Smith on January 31, 2025, creating a global leader in sustainable packaging solutions, focused on the attractive and growing North American and EMEA regions.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Comparing 2024 financial performance to 2023, sales in our North American Industrial Packaging business were relatively flat versus the prior year. This was due in part to higher price and mix driven by favorable prior index movements and the execution of our go-to-market strategy. The improved price and mix was offset by lower volumes as we worked through

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
customer contract restructuring. This decline was in line with our expectations. Sales in our Global Cellulose Fibers business were lower compared to prior year. This was due to lower price and mix driven by prior index movements. Volume was relatively flat versus 2023. Cost of products sold in our North American Industrial Packaging business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses. This was partially offset by higher costs associated with mill reliability issues along with increased input costs on higher recovered fiber costs. Cost of products sold in our Global Cellulose Fibers business was lower versus the prior year in line with lower sales during 2024 along with lower maintenance outage expenses and lower input costs. Cost of products sold includes higher costs associated with mill reliability issues. Selling and administrative expenses were higher in our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by higher employee incentive compensation expense. Distribution expenses were lower in both our North American Industrial Packaging and Global Cellulose Fibers businesses primarily driven by lower freight expense on reduced sales.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
Looking ahead to the first quarter 2025 in our North American Industrial Packaging business, as compared to the fourth quarter 2024 and without consideration of the DS Smith acquisition, we expect slightly lower price and mix based on lower export pricing observed to date along with an unfavorable seasonal mix impact. Volume is expected to be slightly higher in the first quarter 2025 due to two more shipping days partially offset by the near-term impact of our go-to-market strategy. Operations and costs are expected to increase earnings driven by the benefits of our box plant optimization as well as the non-repeat of the higher incentive compensation costs and other unfavorable items from the fourth quarter 2024. Maintenance outage expense is expected to be marginally lower relative to the fourth quarter 2024. Input costs are expected to be relatively flat as higher energy costs will be offset by lower recovered fiber costs. Finally, in February we announced our plan to close the containerboard mill in Campti, Louisiana with operations expected to cease by March 31, 2025. We estimate that the closure will result in aggregate pre-tax charges of approximately $357 million, including pre-tax noncash asset write-offs of approximately $311 million (of which $276 million is accelerated depreciation), and pre-tax cash severance and other shutdown charges of approximately $46 million. In our Global Cellulose Fibers business, we expect price and mix to be lower due to unfavorable prior index movements. We expect volume to be relatively flat. Operations and costs are expected to increase earnings due to

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
improved mill performance and reliability along with the non-repeat of the higher incentive compensation costs and other unfavorable one-time items from the fourth quarter 2024. Maintenance outage expense is expected to decrease earnings while input costs are expected to be stable relative to the fourth quarter 2024.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
In closing, we believe 2025 will be a transformational year. During the first few months, we anticipate earnings will continue the stabilization trend we saw in the fourth quarter 2024. As we progress further in the year, we expect our earnings to progressively ramp up as the commercial contract restructuring is completed and the 80/20 initiatives deliver value. We have an ambitious pipeline of capital projects that we predict will facilitate the regional optimization of our box system and deliver profitable market share growth. We believe we are well on our way to building a performance-driven and customer-centric culture. We are confident we have developed the right strategy and a concrete plan that will deliver customer excellence and drive profitable growth. We believe our actions will drive transformational improvements and create significant value for our shareholders.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
On January 31, 2025, the Company, through its indirect wholly owned subsidiary, International Paper UK Holdings Limited, completed the closing (the “Closing”) of its previously announced business combination of the entire issued and to be issued ordinary shares of DS Smith plc, a public limited company registered in England and Wales that has since been re-registered as DS Smith Limited, a private limited company (“DS Smith”). The business combination was effected by means of a court-sanctioned scheme of arrangement between DS Smith and shareholders of DS Smith under Part 26 of the UK Companies Act 2006, as amended.

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
The consummation followed the Company’s April 16, 2024 announcement pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers disclosing the terms of the business combination (the “Rule 2.7 Announcement”), pursuant to which, for each ordinary share of DS Smith (the “DS Smith Shares”), DS Smith shareholders would receive 0.1285 of a new share of common stock of the Company, par value $1.00 per share (the “Company Common Stock”), resulting in the issuance of 178,126,631 new shares of Company Common Stock (the “New Company Common Stock”).

Read it in 10-K 2025-02-21 at sec.gov ↗

RemovedMD&A
entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Over (Portugal) and Bilbao (Spain). As such, the Company has agreed to divest these locations.

Read it in 10-K 2025-02-21 at sec.gov ↗

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