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IPInternational Paper

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The 10-K against last year's

276 changes: 50 added, 95 removed, 129 reworded, 2 quiet changes

10-K Feb 27, 2026 vs Feb 21, 2025
Risk FactorsRedline ↓
87.5%
of the text changed · 12,753 words now
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 (Feb 27, 2026) vs 10-K 0000051434-25-000013 (Feb 21, 2025)

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 Feb 27, 2026 against 10-K Feb 21, 2025. Each links to the text at sec.gov.

RewordedRisk Factors
These requirements may Changes in regulatory regimes, or the adoption of new or more restrictive requirements, could make it harder for us more difficult to conduct our business using AI, lead to regulatory fines or penalties, use AI tools, require us to change our business practices, or limit AI usage, usage which may lead to inefficiencies or competitive disadvantages.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
The Due to this uncertainty, the ultimate impact of any tariffs and trade tension is unclear and will depend on various factors, including if any tariffs there are ultimately implemented, the timing of implementation, negotiated bilateral agreements to remove or lower tariffs, and the timing, amount, scope, scope and nature of the tariffs. tariffs that remain implemented.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Negotiations between us and the USW regarding the The converting master collective bargaining agreement (which expired in April 2024) agreements and related converting joint pension council master (which expired September 2024) took place in February 2024 and resulted in new agreements agreement which will expire in April and September 2028, respectively.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Trading in shares of common stock on the London Stock Exchange ("LSE") and the NYSE takes place in different currencies (Pound Sterling (pound sterling on the LSE and U.S. dollars on the NYSE) and at different times (resulting from different time zones, different trading hours and different trading days for the LSE and the NYSE).

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
In addition, even if a loss is insured, we may be required to pay a significant deductible on any claim for recovery of such loss prior to the insurer being obliged to reimburse the loss, or the amount of the loss may exceed the coverage for the loss.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Negotiations between us and the United Steelworkers union (the “USW”) regarding the The mill master collective bargaining agreement and related mill joint pension council master agreement resulted in new agreements which with the United Steelworkers union (the "USW") will expire in August 2027 and September 2027, respectively.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Volatile and increasing energy prices, including as a consequence of the conflict between Russia and Ukraine as well as heightened geopolitical tensions in regions such as the Middle East, China, and other geopolitical conflicts, recent events in Venezuela, or a failure to effectively implement such strategies and tools could have a material adverse effect on our business, financial condition, results of operations and/or future prospects.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Moreover, negative economic conditions or other adverse developments with respect to our business have resulted in, in and may in the future result in impairment charges charges, including impairments related to divested or acquired businesses whose carrying values may not be recoverable, any of which could be material.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

Show the other 16
RewordedRisk Factors
For example, a significant portion of our sales from our Global Cellulose Fibers business are concentrated in China and could be adversely affected by changes in economic conditions and demographics. demographics, including as a result of tariffs.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
The In Europe, the EU AI Act Act, adopted in May 2024, entered its implementation phase in 2025 and imposes obligations on extensive transparency, risk management and data governance obligations for AI systems, particularly those classified as high risk, with significant fines for noncompliance.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Other climate-related business risks that we face, include risks related to the transition to a lower-carbon economy, such as increased prices for fossil fuels; the introduction of a carbon tax; increased regulation of operations and products, and the resulting potential for increased litigation; and more stringent and/or complex environmental and other permitting requirements.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedRisk Factors
Additionally, the current U.S. presidential administration has indicated a desire to significantly increase the government in 2025 increased certain rates and broaden broadened the scope of certain tariffs imposed on goods imported into the U.S., such as from China, which may strain international trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from the United States.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
Management uses these non-GAAP measures to focus on ongoing This change reflects investor feedback and management's view that Adjusted EBITDA from continuing operations and believes that such non-GAAP measures are useful to investors in assessing provides a meaningful measure of the operational operating performance of the Company and enabling helps enable investors to perform meaningful comparisons of past and present consolidated operating results from continuing operations.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
The following tables present net sales and business segment operating profit (loss), which is the Company's measure of segment profitability. profitability and is defined as earnings (loss) before income taxes and equity earnings (losses), including the impact of less than wholly owned subsidiaries and excluding interest expense, net, corporate expenses, net, net special items and non-operating pension expense.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
(c) Transaction related costs that the Company believes are not reflective of the Company's underlying operations operations. 2025 includes $29 million recorded in cost of products sold, $158 million recorded in selling and administrative expenses and $50 million recorded in taxes other than payroll and income taxes. 2024 includes $123 million recorded in selling and administrative expenses.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
During In addition, during the year ended December 31, 2024, 2025, the Company also had debt reductions issuances of $141 million in 2024, related primarily to $14 $165 million of capital leases and $127 million of environmental industrial development bonds ("EDB"). bonds.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
The operational Operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the earnings (loss) from continuing operations before income taxes and equity earnings (loss), income tax provision from continuing operations (benefit) and rate to exclude the tax effect of net special items and non-operating pension expense (income).

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
During the year ended December 31, 2024, 2025, the Company had debt reductions of $141 $255 million in 2024, 2025, related primarily to $14 $26 million of capital leases and $127 leases, $27 million of environmental development bonds ("EDB"). ("EDB"), $95 million of industrial development bonds ("IDB") and $61 million of bonds.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
Compared to the year ended December 31, 2023, 2024, distribution expenses for the year ended December 31, 2024 decreased 2025 increased by $100 million or 6%, primarily driven by lower freight expense of $76 million reflecting lower sales volumes. $820 million.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
Adjusted Operating Earnings operating earnings (loss) and Adjusted Operating Earnings Per Share adjusted operating earnings (loss) per share are non-GAAP measures defined as net earnings (loss) from continuing operations (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income).

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
Net Earnings (loss) from continuing operations before income taxes and equity earnings (loss) and Diluted earnings (loss) per share are is the most directly comparable GAAP measures. measure.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
Other financing activities during 2024 included the net issuance of approximately 2.0 million shares of treasury stock, while repurchases Repurchases of common stock and payments of restricted stock withholding taxes totaled $23 million.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
The decrease increase in 2024 2025 pension expense primarily reflects higher lower asset returns, lower higher interest cost due to a lower higher discount rate, and lower actuarial loss. the impact of curtailment and settlement losses.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

RewordedMD&A
Management utilizes this measure in connection with managing our business and believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth.

Read it in 10-K Feb 27, 2026 at sec.gov ↗

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