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April 18, 2024
Timothy S. Nicholls
Chief Financial Officer
International Paper Company
6400 Poplar Avenue
Memphis, Tennessee 38197
Re:International Paper Company
Form 10-K for the Year Ended December 31, 2023
Form 8-K furnished February 1, 2024
File No. 001-03157
Dear Timothy S. Nicholls:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary, page 28
1.Please address the following comments related to your presentation of "Adjusted
Operating Earnings (Loss) Attributable to Shareholders" on page 29:

•Revise to clearly disclose the reason(s) for each material non-GAAP adjustment.

•Include each component of the "Net special items expense (income)" adjustment
either within the reconciliation itself or immediately following the reconciliation.
Although you provide a special items table on page 35, we note that the subtotals on
page 35 do not agree with the non-GAAP adjustment in the reconciliation on page 29.
Clarify for us what the difference represents.

•Explain what "Non-operating pension expense (income)" represents and how you
determined such adjustment is appropriate.

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International Paper Company
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•Revise future filings to remove the accelerated depreciation adjustments included
within special items. Considering the underlying assets contribute to revenues, which
have not been adjusted, it is not appropriate to remove the related depreciation.

•Clarify if you consider operating income (loss) to be the most directly comparable
GAAP measure. If so, ensure you present and reconcile to operating income (loss)
within your non-GAAP presentation.

•Clarify why you adjust for your environmental remediation reserve within special
items when it appears as though such costs may be a normal part of your business.
See Item 10(e)(1)(ii)(B) of Regulation S-K and Question 100.01 of the Staff’s
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures
("Non-GAAP C&DI's").

•Considering your adjustments represent “items considered by management to be
unusual,” please clarify whether your non-GAAP measure adjusts for the tax benefits,
disclosed on pages 34, 38-39, 66, 73, and 79, related to the settlement of the timber
monetization restructuring and the Sylvamo tax-free exchange. To the extent such
items are already included in the income tax effect line item of your reconciliation,
please advise and ensure you revise future filings to sufficiently disclose the nature of
your income tax adjustments.
2.Since your "Free Cash Flow" measure on page 30 does not represent operating cash flows
less capital expenditures, revise your description of this non-GAAP measure going
forward to indicate that it represents adjusted free cash flow.
Results of Operations, page 31
3.Please revise your results of operations disclosures in future filings to discuss in sufficient
detail changes in your financial statements line items on a consolidated basis. As noted in
Item 303(b) of Regulation S-K, your presentation should discuss your business as a whole
with segment information provided, as necessary, to supplement the consolidated
discussion. Accordingly, ensure you discuss, qualitatively and quantitatively, the factors
resulting in material changes in your reported consolidated expense line items, including a
discussion of material changes within a line item where several factors offset one
another.

4.Although we note that "Business Segment Operating Profits (Loss)" at the segment level
represents a required ASC 280 measure, please note that the measure on a total combined
basis represents a non-GAAP measure. Accordingly, if you continue to present such
measure outside of your consolidated financial statements, please label it as a non-GAAP
financial measure and ensure that your presentation and disclosures comply with non-
GAAP rules, including Item 10(e) of Regulation S-K and the Non-GAAP C&DI's. Please

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 Comapany NameInternational Paper Company
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International Paper Company
April 18, 2024
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note, for example, that the measure generally should not exclude normal, recurring, cash
operating expenses necessary to operate your business. To the extent applicable, provide
us with the proposed disclosures you intend to include in future filings. Also apply this
comment to your Form 8-K earnings releases.
Liquidity and Capital Resources
Cash Provided by Operating Activities, page 37
5.Please provide a more informative discussion and analysis of cash flows from operating
activities, including changes in working capital components, for the periods presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
Also ensure that your disclosures are not merely a recitation of changes evident from the
face of the financial statements. Please refer to Item 303(a) of Regulation S-K and Section
IV.B of SEC Release No. 33-8350.
Effect of Inflation, page 44
6.We note your disclosure that inflationary increases in certain input costs, such as energy,
wood, recycled fiber, freight and chemical costs, had an adverse impact on your operating
results in 2023 and 2022. Please revise your disclosures in future filings to expand upon
the specific actions planned or taken, if any, to mitigate the inflationary pressures and to
quantify the resulting impact of inflation on your results of operations and financial
condition.
Financial Statements
Notes to Consolidated Financial Statements
Note 1 Summary of Business and Significant Accounting Policies
Inventories, page 57
7.You disclose that inventories are valued at the lower of cost or market value. Considering
you utilize first-in, first-out or average cost methods for certain inventories, please clarify
if you measure such inventories at the lower of cost and net realizable value as required by
ASC 330-10-35-1B and revise your disclosures as necessary.
Note 3 Revenue Recognition, page 61
8.We note that you disclose disaggregated revenue by reportable segment and geographical
market. We further note from your fourth quarter 2023 earnings call transcript that you
track other "segments," such as fresh foods, protein, and beverages. In addition, in your
fourth quarter 2023 earnings release Form 8-K, you disclose sales volume by
product. Please tell us how you considered providing disaggregated revenue disclosures of
such categories pursuant to ASC 606-10-50-5 and ASC 606-10-55-89 through 55-91. If
you believe your current disclosures fully comply with such guidance, further clarify how
your disclosures comply with the product and services disclosure requirement of ASC

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 Comapany NameInternational Paper Company
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Timothy S. Nicholls
International Paper Company
April 18, 2024
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280-10-50-40.
Note 14 Commitments and Contingent Liabilities
Guarantees, page 74
9.We note that you have recorded a $48 million liability pursuant to ASC 460 related to a
Brazilian tax matter. Please clarify how you determined this matter was within the
guarantee scope of ASC 460-10-15-4 as opposed to other guidance, such as the
unrecognized tax benefit guidance of ASC 740. Citing authoritative guidance, where
applicable, clarify where you recorded the debit when you originally recorded the liability
and whether the original and subsequent entries related to this liability qualify for
continuing or discontinued operations classification. In addition, considering the
assessments currently total approximately $393 million and the terms of your tax matters
agreement, tell us how you determined the fair value of the liability was only $48
million.
Form 8-K furnished February 1, 2024
Exhibit 99.1, page 1
10.Although you quantify your operational effective tax rate on page 3 and identify it as a
non-GAAP measure, we do not note a reconciliation to the most comparable GAAP
measure. Please revise future filings to provide a reconciliation in accordance with Item
10(e)(1)(i)(B) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing