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CORRESP
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CORRESP

 May 17, 2024

 Heather
Clark

 Andrew Blume

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

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 Ms. Clark and Mr. Blume:

 We are writing in
response to your letter dated April 18, 2024, setting forth the comments of the U.S. Securities and Exchange Commission (the “Staff”) on International Paper Company’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”) and its earnings release. This letter sets forth the responses of the Company to comments
contained in your letter relating to the above-mentioned filings. The comments of the Staff are set forth in bold italicized text below, and the Company’s responses are set forth in plain text immediately following each comment. Where
applicable, we have also referenced in the Company’s responses set forth below the appropriate page numbers of its Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed on
April 26, 2024, that address the Staff’s 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.

 Response

In future, filings beginning with our Quarterly Report on Form 10-Q for the period ending
June 30, 2024, the Company will clearly disclose the reason(s) for each material non-GAAP adjustment, such as provided in the response relating to Non-operating
pension expense (income) below.

•

 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.

 Response

Please note that the Special Items table presented on page 35 of the Form 10-K does not include
special items associated with equity earnings and interest income/expense. Those special items are discussed in the Interest Expense and Equity Earnings, Net of Taxes section immediately preceding the table on page 35 of the Form 10-K.

 The Company has revised its disclosure on page 22 of its Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed on April 26, 2024, by adding a footnote directing investors to a table on page 29 for a reconciliation of Net special items expense (income). Please see
below the revised disclosure.

 The following arc reconciliations of Net earnings (loss) to Adjusted operating earnings (loss) on a total
and per share basis. Additional detail is provided later in this Form 10-Q regarding the net special items expense (income) referenced in the charts below.

Three Months Ended
March 31,

Three Months Ended
December 31,

 In millions

2024

2023

2023

 Net earnings (less)

$
56

$
172

$
(284
)

 Less - Discontinued operations (gain) loss

— 

— 

— 

 Earnings (loss) from continuing operations

56

172

(284
)

 Add back - Non-operating pension expense (income)

(12
)

15

14

 Add back - Net special items expense (income) (a)

18

3

546

 Income taxes - Non-operating pension and special
items

(1
)

(5
)

(134
)

 Adjusted operating earnings (loss)

$
61

$
185

$
142

(a)
 See page 29 for details of Net special items expense (income).

Additionally, the Company revised its disclosure on page 29 of its Quarterly Report on Form 10-Q for
the period ended March 31, 2024, filed on April 26, 2024, by including special items amounts related to interest income/expense and equity earnings previously disclosed in other sections of the MD&A to tie back to our reconciliation on
page 22 of the Quarterly Report on Form 10-Q for the period ended March 31, 2024. Please see below the revised table.

Effects of Net Special Items Expense (Income) and Non-Operating Pension Expense

Details of net special items expense (income) and non-operating pension expense (income) for the three
months ended are as follows:

Three Months Ended

March 31,

December 31.

2024

2023

2023

 In million

Before Tax

After Tax

Before Tax

After Tax

Before Tax

After Tax

 Business Segments

 Accelerated depreciation

$
5

$
4 
(a)

$
— 

$
— 

$
422

$
317 
(a)

 Severance and other costs

3

2 
(b)

— 

— 

118

89 
(b)

 Building a Better IP

— 

— 

— 

— 

(11
)

(8
) (c)

 Business Segments Total

8

6

— 

— 

529

398

 Corporate

 Legal reserve adjustments

10

7

— 

— 

— 

— 

 DS Smith combination costs

5

4

— 

— 

— 

— 

 Net loss on miscellaneous land sales

5

4

 Equity method investment impairment

— 

— 

— 

— 

18

14

 Environmental remediation reserve adjustment

— 

— 

— 

— 

7

5

 Building a Better IP

— 

— 

— 

— 

(8
)

(6
)

 Corporate Total

20

15

— 

— 

17

13

 Interest expense, net

 Interest related to settlement of tax audits

(10
)

(7
)

— 

— 

— 

— 

 Interest related to timber monetization settlement

— 

— 

3

2

— 

— 

 Interest Total

(10
)

(7
)

3

2

— 

— 

 Total net special items expense (income)

18

14

3

2

546

411

 Non-operating pension expense (income)

(12
)

(9
)

15

11

14

11

 Total net special items and non-operating pension
expense (income)

$
6

$
5

$
18

$
13

$
560

$
422

 Additionally, please note that the Company’s revised disclosures in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed on April 26, 2024, resolve the subtotal issue raised by the Staff.

In future filings, beginning with the Quarterly Report on Form 10-Q for the period ending
June 30, 2024, the Company will present this information immediately following the reconciliation of Net earnings (loss) to Adjusted Operating Earnings.

•

 Explain what “Non-operating pension (income)” represents
and how you determined such adjustment is appropriate.

 Response

In response to the Staff’s comment, the Company will revise future filings, beginning with the Quarterly Report on Form 10-Q for the period ending June 30, 2024, to explain what “non-operating pension expense (income)” represents. The Company proposes to include the bolded
disclosure below:

 Page 2 of
12

 “Non-operating pension expense
(income)” represents amortization of prior service cost, amortization of actuarial gains/losses, expected return on assets and interest cost. The Company excludes these amounts from our non-GAAP measure
as the Company does not believe these items reflect ongoing operations. These particular pension cost elements are not directly attributable to current employee service. The Company includes service cost in our
non-GAAP measure as it is directly attributable to employee service, and the corresponding employees’ other compensation elements, in connection with ongoing operations.

•

 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.

Response

 The
Company believes that it is appropriate to include the accelerated depreciation adjustments within special items.

 In October 2023, the
Company announced plans to permanently idle its Orange, Texas mill and also permanently idle a pulp machine at each of the Pensacola, Florida and Riegelwood, North Carolina mills by the fourth quarter 2023. Based on the Company’s plans to
permanently abandon these long-lived assets before the end of their previously estimated useful life, we accelerated depreciation expense to reflect the use of these assets over shortened useful lives in accordance with ASC 360-10-35-47. Without the adjustment, the Company’s non-GAAP measures would not be
representative of the ongoing operations of the impacted businesses and would lack comparability between current period results and prior periods presented. We believe these adjustments to our non-GAAP measure
are reasonable as the accelerated depreciation from abandoned assets did not contribute to revenue generation. We did not remove depreciation expense associated with these assets from our non-GAAP measure for
amounts that contributed to revenue generation.

•

 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.

Response

 The
Company clarifies that management considers net earnings (loss) to be the most directly comparable GAAP measure relative to adjusted operating earnings (loss), our non-GAAP measure. Our GAAP and non-GAAP earnings measures include elements beyond those specifically attributable to operations, including interest expense. We believe both measures align closer to the net earnings (loss) measure, which is more
encompassing as opposed to focused solely on operating results. The Company included this disclosure on page 29 of its Form 10-K and on page 21 of our Quarterly Report on Form
10-Q for the period ended March 31, 2024, filed on April 26, 2024. The Company will continue this disclosure in future filings. Please see below for the relevant disclosure from page 21 of our
Quarterly Report on Form 10-Q for the period ended March 31, 2024, in bolded text.

Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures defined as
net earnings (loss) (a GAAP measure) excluding discontinued operations, net special items and non-operating pension expense (income). Net earnings (loss) and Diluted earnings (loss) per share are the most
directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings by excluding the after-tax effect of

 Page 3 of
12

discontinued operations, non-operating pension expense (income) and items considered by management to be unusual (net special items) from net earnings
(loss) reported under GAAP. Adjusted Operating Earnings Per Share is calculated by dividing Adjusted Operating Earnings by diluted average shares of common stock outstanding. Management uses this measure to focus on
on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The
Company believes that using this information, along with the most direct comparable GAAP measure, provides for a more complete analysis of the results of operations.

•

 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”).

Response

 The
Company believes that its adjustment for the environmental remediation reserve within special items in our Form 10-K is reasonable and appropriate because the reserve is not reflective of the Company’s
underlying business operations. The Company included the environmental remediation reserve adjustment in special items in our Form 10-K because it relates to remediation work at a waste pit site last utilized
by the predecessor owner of this mill in 1966. The Company acquired this mill in an acquisition but never operated it or utilized the waste pit site subject to remediation. The costs recognized did not contribute to the ongoing revenues of the
Company and therefore are not deemed reflective of our underlying business. The Company subtracted the item from our non-GAAP measure to provide investors with a comparable basis relative to other periods
presented to evaluate the performance of our ongoing business. Please note that the Company does not treat amounts relating to asset retirement obligations or environmental remediation at active manufacturing sites as special items in our non-GAAP measures.

•

 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.

 Response

The Company clarifies that its non-GAAP measure adjustment for tax benefits related to the settlement
of the timber monetization restructuring and the Sylvamo tax-free exchange are included in the income tax effect line items of the special items reconciliation tables on pages 29 and 34 of our Form 10-K. In response to the Staff’s comment, the Company will revise future filings, beginning with the Quarterly Report on Form 10-Q for the period ending June 30,
2024, to provide investors additional detail to ensure clarity. This will include specific details of the tax components of net special items. The Company proposes adding to the table below the footnote shown (for ease of reference) in bolded
text:

 Page 4 of
12

 In millions

2023

2022

 Net Earnings (Loss) Attributable to Shareholders

$
288

$
1,504

 Less - Discontinued operations, net of taxes (gain) loss

14

237

 Earnings (Loss) from Continuing Operations

302

1,741

 Add back - Non-operating pension expense (income)

54

(192
)

 Add back - Net special items expense (income)

572

233

 Income tax effect - Non-operating pension and special items1

(173
)

(614
)

 Adjusted Operating Earnings (Loss) Attributable to Shareholders

$
755

$
1,168

1
 Special items for 2022 include tax benefits of $604 million and $66 million related to the
settlement of the timber monetization restructuring and the Sylvamo tax-free exchange, respectively. This amount also includes $45 million tax expense related to a foreign deferred tax valuation
allowance, $48 million tax expense on the non-operating pension expense adjustment and $37 million tax benefit associated with special items.

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.

Response

 The
Company clarifies that its calculation of free cash flow represents cash provided by operations less cash invested in capital. As noted in the Consolidated Statement of Cash Flows of our Form 10-K, free cash
flow is based on “Cash Provided By (Used For) Operations, less amounts included in the “Invested in capital projects, less insurance recoveries” line item. The term “Invested in capital projects, less insurance recoveries”
is synonymous with capital expenditures. In certain historical periods, the Company had insurance recoveries associated with the involuntary conversion of certain capital assets that we offset against the corresponding capital expenditure amount
included in the total for that line item. There were no insurance recovery offsets in 2023. In future filings, beginning with the Quarterly Report on Form 10-Q for the period ending June 30, 2024, we
propose the bolded text below.

 Cash provided by operations, including discontinued operations, totaled $395 million and
$345 million for the first three months of 2024 and 2023, respectively. The Company generated