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CORRESP

  

 July 30, 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

File No. 001-03157

Dear Ms. Clark and Mr. Blume:

 We are writing in
response to your letter dated June 26, 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”). This letter sets forth the responses of the Company to comments contained in your letter
relating to the above-mentioned filing. 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 June 30, 2024, filed on July 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 30

1.
 Please revise future filings to remove accelerated depreciation adjustments from your non-GAAP measures.

 Response

In future filings, beginning with our Quarterly Report on Form 10-Q for the period ended June 30,
2024, the Company excluded accelerated depreciation from special items used in the determination of non-GAAP measures.

2.
 We note your response to comment 2 and are unclear why you believe the term “Invested in capital
projects, less insurance recoveries” is “synonymous with capital expenditures.” Accordingly, to the extent that you include insurance recoveries in a non-GAAP free cash flow measure, please
revise your description to indicate that it represents adjusted free cash flow or a similar title. Within your statement of cash flows, also ensure that you present capital expenditures and insurance proceeds on a gross basis pursuant to ASC 230-10-45-26. Tell us if you received material insurance proceeds during any annual period presented.

Response

 The Company
revised its disclosures included in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024, which were filed on April 26, 2024 and July 26, 2024,
respectively, to remove the reference to “less insurance recoveries” on the Condensed Consolidated Statement of Cash Flows along with the page 25-26 discussion of free cash flow as a non-GAAP measure and reconciliation of cash from operations to free cash flow. There were no insurance recoveries in any of the periods presented in our March 31, 2024, and June 30, 2024 Form 10-Q or in all of 2023. In future periods, when there are insurance recoveries, we will present those separately from the “Invested in Capital Projects” amount in the statement of cash flows, which
represents our capital expenditures. We will continue to present the statement of cash flows and free cash flow consistent with the presentation used in our Quarterly Reports on Form 10-Q for the periods ended
March 31, 2024 and June 30, 2024.

 Heather Clark

Andrew Blume

 U.S. Securities and Exchange Commission

July 30, 2024

 Results of Operations, page 31

3.
 We note your proposed disclosures in response to comment 4. As previously noted in our comment, since you
identify “Business Segment Operating Profits (Loss)” as a non-GAAP measure, your presentation must fully comply with non-GAAP rules, including Item 10(e) of
Regulation S-K and the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (“Non-GAAP
C&DIs”). Consistent with our comment above please remove the “Accelerated depreciation” adjustment from your non-GAAP presentations. Also, address how the “Legal reserve
adjustments” and “Corporate expenses, net” adjustments included within this measure comply with Question 100.01 of the Non-GAAP C&DI’s. Tell us the specific items included within these
adjustments and your assessment regarding whether they represent normal, recurring, cash expenses necessary to operate your business.

Response

 In previous
filings, we reported total business segment operating profits (loss) which was a non-GAAP measure and included a reconciliation of total business segment operating profit (loss) to the most comparable GAAP
measure. The Company chose to remove “Total Business Operating Segment Profit (Loss)” as a non-GAAP measure from the Quarterly Report on Form 10-Q for the
period ended June 30, 2024, and will also exclude this from future filings. In future filings, we will only report ASC 280 business segment operating profit (loss) measure in MD&A. The Company excluded “Legal reserve adjustments”
and “Corporate expense, net” from the determination of “Business Segment Operating Profits (Loss)” to provide investors with a comparable basis relative to other periods presented to evaluate the performance of our ongoing
business. The “Legal reserve adjustments” which was excluded in the determination of “Business Segment Operating Profits (Loss)” via inclusion in our special items, relates to the settlement of claims pertaining to a line
of business exited more than 20 years ago. The settlement cost does not contribute to the ongoing revenues of the Company, and therefore, is not deemed reflective of our current operations, revenue generating activities, business strategy, industry,
and regulatory environment. It should be noted that we do not exclude legal costs associated with current business operations in our segment level performance measures. “Corporate Expense, net” is comprised of various expenses not
associated with revenue generating activities of the Company. This amount primarily includes environmental remediation costs at closed facilities of businesses no longer part of our portfolio and costs associated with tax planning structures. These
amounts are not allocated to the businesses on the basis that these costs do not contribute to or support the ongoing business segment operations. “Corporate expense, net” is not excluded from our determination of Adjusted Operating
Earnings, our consolidated non-GAAP earnings measure.

 Page 2 of 6

 Heather Clark

Andrew Blume

 U.S. Securities and Exchange Commission

July 30, 2024

 Financial Statements

Notes to Consolidated Financial Statements

 Note 1
Summary of Business and Significant Accounting Policies

 Inventories, page 57

4.
 Your proposed revisions in response to comment 7 suggest that a lower of cost or net realizable value
assessment is applied to all inventories, including inventory measured using the LIFO method. Since LIFO inventory should be valued at the lower of cost or market pursuant to ASC 330-10-35-1B and -2, please clarify for us how you historically accounted for the subsequent measurement of inventories determined using the LIFO, FIFO, and
average cost methods and revise your disclosures accordingly.

 Response

The Company accounts for most U.S. based inventory using the LIFO method and in turn that inventory has historically been and continues to be
valued at the lower of cost or market based on ASC 330-10-35-1C. Approximately 81% of our total raw materials and finished goods
inventory as of December 31, 2023, are valued using LIFO. The remainder of our inventories are accounted for using the average cost method and therefore has historically been and continues to be valued at the lower of cost or net realizable
value in accordance with ASC 330-10-35-1B. The Company has not historically had material adjustments under either the lower of
cost or market / net realizable value models. The Company will enhance its disclosure of inventory measurement within the Summary of Business and Significant Accounting Policies footnote in applicable future filings with the Commission to clarify
that we measure all non-LIFO inventories at the lower of cost or net realizable value and that we measure LIFO valued inventories at the lower of cost or market.

The Company will revise its disclosure beginning with its Annual Report on Form 10-K for the year
ending December 31, 2024, discussing inventory within the Summary of Business and Significant Accounting Policies footnote, as follows:

“Inventories include all costs directly associated with manufacturing products: materials, labor, and
manufacturing overhead. In the United States, costs of raw materials and finished pulp and paper products, are generally determined using the last-in, first-out method.
These inventories are measured at the lower of cost or market. Other inventories are valued using the first-in, first-out or average cost methods. These inventories are
measured at the lower of cost or net realizable value.”

 Note 21 Financial Information by Business Segment and Geographic Area, page 90

Inventories, page 57

5.
 Your response to prior comment 8 indicates that you include sales volumes by market channel within
earnings releases and annual and quarterly reports “as another data point to evaluate current market dynamics and current demand trends” and that your chief operating decision maker (“CODM”) “is not routinely provided with
information at an end-market or product line level.” Although we understand you do not manage your segments at such a level, please further clarify why quantifying revenues of these or similar product
categories is not required pursuant to ASC 280-10-50-40. In doing so, provide us with a summary of all revenue information
provided to your CODM and the frequency such information is provided.

 Response

The Company acknowledges the Staff’s comment and advises the Staff that it considers and follows the provisions of ASC 280-10-50-40, “Information about Products and Services” (“ASC 280-10-50-40”), when preparing its financial statements. ASC
280-10-50-40 states that a public entity shall report the revenues from external customers for each product and service or each
group of similar products and services unless it is impracticable to do so. The Company discloses revenues based on its reportable segments: Industrial Packaging (“IPG”) and Global Cellulose Fibers (“GCF”). The Company
believes that the products produced and sold by each of these segments, including the products noted in the Staff’s comment, in all material respects constitute groups of similar products, and that further disaggregation of revenues within
these groups is therefore not required by ASC 280-10-50-40.

 Page 3 of 6

 Heather Clark

Andrew Blume

 U.S. Securities and Exchange Commission

July 30, 2024

 When evaluating if the product sales within our reporting segments should be further
disaggregated pursuant to ASC 280-10-50-40, we considered if the nature of our products are sufficiently similar not
requiring further disaggregation since doing so would not provide users with decision useful information. In making this assessment, we considered the general aggregation framework in
ASC 280-10-50-11 in evaluating whether the products produced and sold are similar within our IPG and GCF reportable
segments.

 Industrial Packaging

IPG is a vertically integrated business. Containerboard is produced at various mills, whether derived from recycled corrugated packaging or
produced using virgin fiber. This containerboard is then utilized by corrugated packaging facilities to create corrugated packaging in line with customer specifications. The corrugated packaging facilities have minimal inputs beyond the
containerboard produced by Company mills, mainly glue, wax and ink.

 Fiber-based packaging products can take various forms depending on
the end use by our customers and are produced from a homogeneous material in a consistent manner using similar inputs and processes to produce the finished goods. In addition, most of the Company’s fiber-based packaging products serve the same
basic function regardless of the customer or end use. The distribution of products is similar due to the nature of our vertically integrated packaging business. For these reasons, the Company concluded that these products are a single group of
similar products in the context of ASC 280-10-50-40 given their similar nature, end-use
and common customer type.

 Global Cellulose Fibers

Regarding GCF, the primary raw material used in this segment is cellulose fibers derived from softwood pulp. Cellulose fibers are processed at
our GCF mills dependent on the ultimate application of that pulp for customers end-use, such as in baby diapers, feminine hygiene products, paper, or tissue. The production process used in producing various
grades are consistent with any process variations based on the ultimate customer end use. There is not significant variation in the types or class of customers of the GCF segment with the product serving the same basic function with the only
differentiation being different grades of pulp output. Additionally, our products are distributed through similar channels depending on the customer market: U.S.-based or export. For these reasons, the Company concluded that these products are a
single group of similar products in the context of ASC 280-10-50-40 given their similar nature,
end-use and common customer type.

 Chief Operating Decision Maker package

In response to your letter dated June 26, 2024, we reviewed the CODM package for the fourth quarter 2023 and first quarter of 2024 to
identify revenue specific information provided to the CODM. The CODM package is the combination of the three quarterly reporting packages for our three operating segments: North American IPG (“NA IPG”), EMEA IPG and GCF.

 Page 4 of 6

 Heather Clark

Andrew Blume

 U.S. Securities and Exchange Commission

July 30, 2024

 The IPG CODM package does not include direct reporting of sales revenue that corresponds to
the level of detail included in the Sales Volume By Product table. Additionally, there was no discussion of recycling, saturated kraft or gypsum in the CODM materials. There are instances in which tonnage and price per ton information is provided
for containerboard and corrugated packaging, but that information does not include sales dollars by that split as the CODM focus is on total integrated NA IPG and EMEA IPG revenue as opposed to levels below this. As mentioned in our initial
response, sales volume by product information is presented to provide insight into market dynamics as opposed to use in evaluating performance or the strategic decision-making process. Information provided to the CODM supports the view that IPG is a
vertically integrated business with a focus more on what is driving the overall profitability of the business as opposed to the sales performance of any individual grade. Total revenue information is presented in the CODM package on a combined basis
and not at a level below this. The CODM package addresses top line performance in a limited manner through isolated volume, price or mix information. That information is presented to analyze our measure of business segment operating performance as
opposed to changes in top line revenue. We have provided a summary, as an appendix to this letter, of the information provided to the CODM for NA IPG related to revenue (refer to Appendix A). Our summary is focused on NA IPG CODM revenue information
based on it being the most material operating segment and the one that corresponds to the information in the Sales Volume by Product table referenced in your comment. The items noted in the summary are routinely provided to the CODM each quarter.
The approach to analysis of results in the CODM package aligns with our external approach to bridging earnings results from one period to the next using a standard set of drivers (price/mix, volume, operating costs, etc.). T