INTERNATIONAL PAPER CO /NEW/
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
IP$34.53+0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000051434-25-000048
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsBusiness Segment Operating ResultsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000051434-25-000074
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsBusiness Segment Operating ResultsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 102 current paragraphs.
37 unchanged; 36 reworded; 28 added; 19 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Beginning in the third quarter of 2025, management has elected to present guidance based on Adjusted EBITDA from continuing operations (non-GAAP) in addition to Adjusted operating earnings (loss). Adjusted EBITDA provides a more meaningful measure of operating performance, particularly in evaluating the Company’s results and future outlook during this period of transformation.
Current report
During the third quarter, International Paper sequentially improved adjusted EBITDA from continuing operations driven by continued price realization, cost management and lower fiber costs. The third quarter represents another important step in our transformation journey, as we continue to execute the strategy launched last year. We committed to an ambitious transformation plan to reinforce our position as the leading global provider of sustainable packaging solutions through an advantaged cost position, high relative supply position in the most strategically attractive geographies, and delivering an unmatched customer experience.
Current report
Third quarter results include financial improvements related to both our commercial and cost out targets. On the commercial side, we are investing in a best-in-class experience for our customers. This resulted in key strategic wins across regional, national and local customers, as we continue to benefit from price realization from prior index moves. On the cost side, we continued our footprint optimization in North America and EMEA. We closed additional mills and box plants, sold or exited some of our non-strategic businesses, further simplified our overhead structure and rolled out our 80/20 lighthouse model to drive improved operational efficiency and service levels.
Current report
Earnings (loss) from continuing operations before income taxes and equity earnings (loss) was ($675) million in the third quarter of 2025 and includes $675 million of accelerated depreciation associated with the closure of our mills in Savannah and Riceboro, Georgia and other packaging facilities. Adjusted EBITDA from continuing operations (non-GAAP) in the third quarter of 2025 was $859 million, representing a 28% sequential increase. The sequential improvement in adjusted EBITDA from continuing operations was driven by increased price in both PS NA and PS EMEA on prior index movements, along with favorable operations and costs in PS NA. The improved third quarter of 2025 results also reflect lower planned maintenance outage costs in PS NA as we adjusted our outage schedule to accelerate the mill footprint actions taken in the quarter. Input costs negatively impacted third quarter of 2025 results as higher energy costs in PS NA were partially offset by lower fiber costs in PS EMEA. Finally, during the third quarter of 2025, we entered into an agreement to divest the Global Cellulose Fibers business. In connection with the divestment, we recognized a $1.0 billion impairment to adjust the net assets of this business to fair value. We expect to close on the sale of the business by year-end 2025, subject to regulatory approvals.
Current report
Turning to the fourth quarter of 2025 outlook, we expect lower adjusted EBITDA from continuing operations in PS NA. Volumes are anticipated to be lower as the commercial impact of the recent mill closures and three less shipping days are only partially offset by improvements tied to strategic wins and seasonality. We predict operations and costs to be sequentially lower primarily due to the favorable cost-out benefit from third quarter of 2025 mill closures, partially offset by seasonally higher labor costs, higher reliability spending and the non-repeat of benefits from strategic initiatives reported in third quarter. We expect heavier maintenance outage spending in fourth quarter of 2025 as planned. We foresee higher adjusted EBITDA from continuing operations in PS EMEA driven by continued realization of prior index movements, seasonally higher volumes and lower fiber costs, partially offset by higher operations and costs due to increased costs tied to higher volumes and the non-repeat of favorable items from the third quarter of 2025.
Current report
Recent Strategic Portfolio Actions
Current report
During the third quarter of 2025, International Paper Company continued to execute strategic initiatives designed to optimize our portfolio and reinforce our position as a leading global provider of packaging solutions. As part of the Company's strategy, the Company intends to guide investments and align resources to win with our most strategic customers, while reducing complexity and cost across the Company.
Current report
To that end, during the third quarter we took actions to simplify our organizational structure by exiting select businesses and markets and initiating the outsourcing of a portion of our information technology services. By streamlining our portfolio, we believe the Company is better positioned to deliver innovative, fiber-based packaging solutions that meet the evolving needs of our customers.
Current report
Divestiture of Global Cellulose Fibers Business: On August 20, 2025, the Company entered into a definitive agreement to sell its Global Cellulose Fibers business to American Industrial Partners (“AIP”) for $1.5 billion, subject to customary closing adjustments. As part of the consideration, the Company will receive preferred stock in the acquiring entity with an initial liquidation preference of $190 million. In connection with our decision to divest the Global Cellulose Fibers business, we recorded an estimated impairment charge of $1.0 billion in the third quarter of 2025, which is included within discontinued operations, net of tax. The pre-tax charge was based on an estimate of expected proceeds and is subject to change with final proceeds and closing adjustments. We intend to allocate the proceeds from the divestiture toward strategic reinvestment in our packaging business, targeted debt reduction to support our credit profile and preserve financial flexibility and to maintain a strong investment-grade credit rating.
Current report
The consummation of the Transaction is subject to customary closing conditions, including, among others, the receipt of approvals or the expiration or termination of applicable waiting or review periods under applicable competition laws, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended. As previously reported, on September 24, 2025, the Federal Trade Commission granted early termination of the waiting period under the HSR Act.
Current report
In October 2025, we sold our bag converting operations.
Current report
The announced Global Cellulose Fibers business divestiture and disposition of our bag business marks a significant milestone in our transformation, establishing International Paper as a single, focused company dedicated exclusively to sustainable packaging.
Current report
Mill Closures: We committed to permanently closing our mills in Riceboro, Georgia, Savannah, Georgia and Belisce, Croatia, reducing containerboard capacity by approximately 1.7 million tons. These actions resulted in combined pre-tax charges of approximately $840 million, including approximately $600 million of accelerated depreciation, and impacted approximately 1,200 employees. These closures support our goal to streamline operations and focus resources on strategic customers.
Current report
Operational Efficiency: We also initiated a strategic transition to outsource a significant portion of our North American information technology services and support functions. The decision is aimed at enhancing scalability, improving cost efficiency and better positioning the business to deliver operational and customer excellence.
Current report
Reconciliation of Earnings (loss) from continuing operations to Adjusted operating earnings (loss)
Current report
Reconciliation of Earnings (loss) from Continuing Operations to Adjusted EBITDA from Continuing Operations
Current report
Adjusted EBITDA from continuing operations is a non-GAAP financial measure defined as earnings (loss) from continuing operations before income taxes and equity earnings (loss), interest expense, net, net special items, non-operating pension expense (income) and depreciation and amortization. Earnings (loss) from continuing operations before income taxes and equity earnings (loss) is the most directly comparable GAAP measure. Beginning with the third quarter of 2025, management is using this measure to focus on on-going operations and believes this measure is useful to investors. This change reflects investor feedback and management's view that Adjusted EBITDA provides a more meaningful measure of the operating performance of the Company and helps enable investors to perform meaningful comparisons of past and present consolidated operating results from continuing operations.
Current report
(a) Refer to special items discussion on page 36
Current report
Selling and administrative expenses decreased by $32 million compared to the second quarter of 2025 and increased by $20 million compared to the third quarter of 2024. The decrease compared to the second quarter of 2025 was driven by lower incentive compensation and other costs ($20 million), partially offset by increased medical benefit costs ($11 million). For IP legacy, selling and administrative expenses were impacted by decreases in incentive compensation ($17 million) and increases in other costs ($12 million) compared to the third quarter of 2024. Net special items charges of $15 million, $51 million and $32 million in the third quarter of 2025 and 2024 and the second quarter of 2025, respectively, are included and DS Smith accounted for $119 million of total selling and administrative expenses in the third quarter of 2025.
Current report
Depreciation and amortization increased by $668 million compared to the second quarter of 2025 and increased by $891 million compared to the third quarter of 2024. The increase compared to the second quarter of 2025 and the third quarter of 2024 was primarily due to $675 million of accelerated depreciation related to mill strategic actions in the third quarter of 2025. Additionally, for IP legacy, the increase in the third quarter of 2025 compared to the third quarter of 2024 includes higher depreciation recognized on the units of production method at mills with higher production. DS accounted for $540 million of depreciation and amortization in the third quarter of 2025.
Current report
Distribution expenses increased by $8 million compared to the second quarter of 2025 and increased by $236 million compared to the third quarter of 2024. The increase compared to the second quarter of 2025 was driven by higher warehousing expense. For IP legacy, distribution expenses were impacted by higher freight and warehousing expenses compared to the third quarter of 2024. DS accounted for $233 million of distribution expenses in the third quarter of 2025.
Current report
Interest expense, net decreased by $23 million compared to the second quarter of 2025 and increased by $33 million compared to the third quarter of 2024. The decrease compared to the second quarter of 2025 was driven by higher interest income. DS accounted for $37 million of interest expense, net in the third quarter of 2025.
Current report
An income tax benefit of $250 million was recorded for the third quarter of 2025 and the reported effective income tax rate was 37%. Excluding a benefit of $149 million related to the tax effects of net special items and an expense of $1 million related to the tax effects of non-operating pension income, the operational effective income tax rate was 31% for the third quarter of 2025.
Current report
Discontinued Operations, Net of Tax
Current report
On August 21, 2025, the Company announced that it had reached a definitive agreement with American Industrial Partners ("AIP") to sell its Global Cellulose Fibers business. All current and historical operating results of the Global Cellulose Fibers business are presented as Discontinued Operations, net of tax, in the condensed consolidated statement of operations. All current and historical assets and liabilities of the Global Cellulose Fibers business are classified as Assets held for sale and Long-Term Assets Held For Sale and Liabilities held for sale and Long-Term Liabilities Held For Sale in the accompanying condensed balance sheets. See Note 9 - Divestiture of Condensed Notes to Consolidated Financial Statements for further details.
Current report
Discontinued operations includes the operating earnings of the Global Cellulose Fibers business. Discontinued operations also includes net special items expense of $1.0 billion, $1 million and $15 million for the three months ended September 30, 2025 and 2024 and June 30, 2025, respectively.
Current report
PS NAsales were higher compared to the second quarter of 2025 driven by higher average sales prices and volumes for boxes, partially offset by lower containerboard volumes. Cost of products sold decreased by $113 million and was impacted by lower manufacturing costs, including planned maintenance downtime costs, partially offset by higher input costs. Depreciation and amortization expense increased by $595 million driven by $619 million of accelerated depreciation associated with the previously announced closures of our Red River containerboard mill in Campti, Louisiana and our Savannah and Riceboro containerboards mills in Georgia. Selling and administrative expenses were flat compared to the second quarter of 2025.
Current report
PS EMEA sales were higher driven by higher sales prices reflecting prior price increases, partially offset by lower volumes driven by a soft demand environment. Cost of products sold increased $22 million and was impacted by higher operating costs, including planned maintenance downtime costs, partially offset by lower fiber costs. Selling and administrative expenses decreased $20 million driven by lower overhead costs. Depreciation and amortization expense in the third quarter of 2025 increased $72 million due to $50 million of accelerated depreciation associated with Belisce, Croatia mill closure.
Removed paragraphs (19)
Previous report
International Papers’ second quarter results, compared to the first quarter of 2025, reflect higher sales and earnings through the successful execution of sales price increases along with favorable volume in our Packaging Solutions North America segment ("PS NA"). The second quarter of 2025 reflects one additional month of DS Smith activity in both our PS NA and Packaging Solutions EMEA ("PS EMEA") segments. Industry demand in North America has been relatively stable, but softer than last year as economic uncertainty from tariffs continues to impact industrial production and box demand across the manufacturing sector. In our PS EMEA segment, weaker market demand driven by macroeconomic volatility was a headwind in the second quarter of 2025. Box shipments slowed sequentially in the second quarter by approximately 1%, primarily driven by softness in April and May although we saw signs of volume recovery in June. We continue to actively monitor recent changes in trade policy, particularly newly implemented tariffs affecting goods imported in the United States. While the full scope of the financial impact remains under evaluation, our risk management and supply chain teams are engaged in contingency planning to mitigate potential disruptions. We continued to make progress in our commercial efforts through a focus on our customers and growing the business in attractive markets. We also took several cost-out actions in the second quarter, including announced facility closures in North America and EMEA, as part of our overall effort to reduce complexity and minimize costs, which enables us to reinvest to build an advantaged cost position. We remain committed to the pursuit and execution of our commercial and cost-out actions.
Previous report
The following is a discussion, by segment, of the second quarter of 2025 performance compared to the first quarter of 2025 as well as the third quarter of 2025 outlook. Second quarter of 2025 operating profit in our PS NA segment was $277 million versus $142 million in the first quarter of 2025. Price and mix was higher from the realization of prior index movements, especially in local accounts and we expect this to continue in the third quarter of 2025. Volume was seasonally higher in the second quarter of 2025 and we expect this trend to continue in the third quarter of 2025 as we onboard our strategic wins. Operations and costs in the second quarter of 2025 was unfavorable sequentially, primarily driven by the non-repeat of favorable items from the first quarter of 2025 along with additional costs associated with footprint and business optimization actions, inventory valuation adjustments and increased employee benefit costs in the second quarter of 2025. Operations and costs also included unplanned costs from the natural gas curtailment we experienced at our Valliant, Oklahoma mill. These unfavorable costs were partially offset by footprint optimization benefits from the Campti, Louisiana mill closure and other prior cost-out initiatives. For the third quarter, operations and costs are anticipated to be favorable due to the non-repeat of unfavorable items in the second quarter, continued benefits from cost-out actions and focused performance improvement. Planned maintenance outage costs were sequentially higher with the second quarter being the heaviest outage quarter of 2025 and are expected to be lower in the third quarter coming off the peak activity. Input costs were lower in the second quarter of 2025 due to lower energy and fiber costs but we expect higher input costs in the third quarter due to increased energy costs. Depreciation and amortization was lower in the second quarter of 2025 associated with the non-repeat of the accelerated depreciation from the Campti, Louisiana mill closure, offset by an additional month of depreciation for DS Smith North American assets and updates to DS Smith purchase price accounting values.
Previous report
Second quarter 2025 operating loss in our PS EMEA business was $1 million versus operating profit of $46 million in the first quarter of 2025. Price and mix was sequentially higher in the second quarter of 2025 due to prior index movements and higher external paper sales. We expect price and mix to be higher in the third quarter of 2025 on continued realization of prior index movements. Volume was lower in the second quarter of 2025 due to the overall soft demand environment. We expect improved volume in the third quarter of 2025 due to an improving demand environment along with the benefits of confirmed strategic wins. Operations and costs in the second quarter of 2025 were sequentially higher driven by the non-repeat of favorable first quarter of 2025 items, including energy credits recognized in the prior quarter. In the region, input costs were higher in the second quarter driven by higher fiber costs that were offset by lower energy costs. Operations and costs are expected to be lower in the third quarter of 2025 as we realize the benefits of cost- out initiatives. Input costs were sequentially flat versus the first quarter of 2025, and we expect some improvement in the third quarter of 2025 on lower fiber costs. Depreciation and amortization was higher in the second quarter of 2025 associated with an additional month of depreciation for DS Smith EMEA assets and updates to DS Smith purchase price accounting values.
Previous report
Second quarter of 2025 operating loss in our Global Cellulose Fibers business was $4 million versus operating profit of $17 million in the first quarter of 2025. Price and mix was higher versus the first quarter of 2025 on the realization of prior index movements. We expect price and mix to be lower in the third quarter of 2025 on lower price realization from prior index movements and lower energy credits sales compared to the first half of 2025. Volume was sequentially lower in the second quarter of 2025 due to higher maintenance outage activity. We expect volumes to be higher in the third quarter of 2025 in response to lower outage activity in the quarter. Operations and costs were sequentially higher in the second quarter of 2025 due to the timing of spend on turbine maintenance, partially offset by improved mill reliability. We expect improved operations and costs in the third quarter on the non-repeat of the second quarter turbine maintenance and continued mill reliability improvement. Planned maintenance outage costs were higher in the second quarter of 2025 as we have now completed 80% of planned outages which will result in lower maintenance outage costs in the third quarter of 2025. Finally, input costs were lower in the second quarter of 2025 on lower energy costs which are expected to increase in the third quarter of 2025. We are pursuing strategic options for our Global Cellulose Fibers business. There is no assurance that this process will result in any transaction or other outcome. See “Item 1A Risk Factors -There are risks associated with our pursuit of strategic options of our Global Cellulose Fibers business, and there is no assurance that this process will result in any transactions or other outcome."
Previous report
Divestiture of European Corrugated Box Plants
Previous report
On June 30, 2025, the Company completed the sale of five corrugated box plants in Europe as part of its remedy package for the previously disclosed acquisition of DS Smith. The divested assets include (i) three plants in Normandy, France (namely, one box plant in Saint-Amand, one box plant in Mortagne, and one sheet plant in Cabourg); (ii) one box plant in Ovar, Portugal; and (iii) one box plant in Bilbao, Spain. The sale of these plants was agreed to with the European Commission as a remedy for IP’s acquisition of DS Smith, as published on the European Commission’s website on January 24, 2025.
Previous report
This divestiture follows the Company’s acquisition of DS Smith, which closed on January 31, 2025. As part of the transaction, IP issued 0.1285 shares for each DS Smith share, resulting in the issuance of approximately 178 million new shares of IP common stock. Holders of these shares owned roughly 34.1% of the Company’s outstanding share capital post-closing. The total purchase consideration was approximately $9.9 billion, based on the closing share price of $55.63. Subsequently, on February 4, 2025, the new shares began trading under the symbol “IP” on the New York Stock Exchange and under “IPC” on the London Stock Exchange via a secondary listing. The combined Company’s global headquarters remains in Memphis, Tennessee, with its EMEA headquarters established at DS Smith’s London office.
Previous report
Reconciliation of Net earnings (loss) to Adjusted operating earnings (loss)
Previous report
Net special items charges of $47 million, $29 million and $113 million in the second quarter of 2025 and 2024 and the first quarter of 2025, respectively, are included in selling and administrative expenses. The second quarter of 2025 includes $144 million for DS Smith (including $15 million of special items charges) and the first quarter of 2025 includes $123 million for DS Smith (including $49 million of special items charges). Selling and administrative expenses includes three months of DS Smith activity in the second quarter of 2025 compared to two months in the first quarter of 2025. For legacy IP, compared to the first quarter of 2025, there were increases in incentive compensation of $10 million and medical benefit costs of $15 million. Compared to the second quarter of 2024, there were decreases in medical benefit costs of $10 million and incentive compensation of $45 million.
Previous report
Depreciation expense for the first quarter of 2025 includes $197 million for accelerated depreciation related to the Campti, Louisiana mill closure and other 80/20 strategic actions. The second quarter of 2025 and the first quarter of 2025 includes $214 million and $107 million, respectively, for DS Smith. Depreciation and amortization includes three months of DS Smith activity in the second quarter of 2025 compared to two months in the first quarter of 2025. Depreciation and amortization expense in the second quarter of 2025 is higher primarily due to the changes in the valuation of intangible assets and property plant, and equipment along with changes to estimated lives associated with the acquisition accounting of DS Smith. Depreciation and amortization expense is based on an estimate of asset fair values and will be updated throughout the calendar year as we complete the purchase price allocation.
Previous report
The second quarter of 2025 includes $228 million compared to $140 million in the first quarter of 2025 for DS Smith. Distribution expenses includes three months of DS Smith activity in the second quarter of 2025 compared to two months in the first quarter of 2025. For legacy IP, compared to the first quarter of 2025, there was an increase in freight expense of $8 million and compared to the second quarter of 2024, there were decreases in freight expense and warehousing expense of $29 million.
Previous report
The second quarter of 2025 includes $45 million compared to $24 million in the first quarter of 2025 for DS Smith. Interest expense, net includes three months of DS Smith activity in the second quarter of 2025 compared to two months in the first quarter of 2025.
Previous report
An income tax benefit of $31 million was recorded for the first quarter of 2025 and the reported effective income tax rate was 23%. Excluding a benefit of $45 million related to the tax effects of net special items and benefit of $1 million related to the tax effects of non-operating pension expense, the operational effective income tax rate was 13% for the first quarter of 2025. The operational and reported effective income tax rates were higher in the second quarter of 2025 than in the first quarter of 2025 primarily due to decreased tax expense related to equity-based compensation that occurred in the first quarter.
Previous report
Compared with the second quarter of 2024, IP legacy PS NA sales in the second quarter of 2025 were higher driven by higher sales prices, partially offset by lower sales volumes reflecting the impact of our box go-to-market strategy. Cost of products sold increased by $12 million as the impact of higher manufacturing costs, including planned maintenance downtime costs and input costs, was partially offset by lower sales volumes. Selling and administrative expenses increased by $17 million and was impacted by higher overhead costs. Distribution expense decreased by $17 million and was impacted by lower sales volumes.
Previous report
PS EMEA results include sales of $1.9 billion and business segment operating profit (loss) of $(10) million for the legacy DS Smith EMEA business in the second quarter of 2025 compared with sales of $1.2 billion and business segment operating profit (loss) of $13 million in the first quarter of 2025. The financial results of the PS EMEA segment include three months in the second quarter compared with two months in the first quarter for the DS Smith EMEA business. Compared with the first quarter of 2025, sales were higher driven by higher sales prices reflecting prior price increases and higher external paper sales, partially offset by lower volumes reflecting seasonality and a soft demand environment. Cost of products sold increased and was impacted by higher fiber costs partially offset by lower energy costs and higher planned maintenance downtime costs. Selling and administrative expenses increased driven by higher overhead costs. Depreciation and amortization expense in the second quarter of 2025 is higher primarily due to the changes in the valuation of intangible assets and property, plant and equipment along with changes to estimated lives associated with the acquisition accounting of DS Smith. Depreciation and amortization expense is based on an estimate of asset fair values and will be updated throughout the calendar year as we complete the purchase price allocation.
Previous report
Global Cellulose Fibers sales were lower for the second quarter of 2025 compared with the first quarter of 2025, as higher sales prices from prior index movements were more than offset by lower volumes driven by the heavy outage quarter. Cost of products sold was slightly lower and was impacted by lower sales volumes and lower energy costs offset by planned maintenance downtime costs. Selling and administrative expenses increased $13 million driven by higher overhead costs, including the non-repeat of favorable employee medical costs in the first quarter of 2025. Distribution costs were lower reflecting lower sales volumes.
Previous report
Compared with the second quarter of 2024, sales in the second quarter of 2025 were lower, as higher average sales prices and an improved product mix were more than offset by lower commodity volumes driven by the mill strategic actions taken in the fourth quarter of 2024. Cost of products sold decreased $25 million and was impacted by lower sales volumes partially offset by higher planned maintenance downtime costs. Selling and administrative expense was $5 million lower driven by lower overhead costs. Distribution costs were $13 million lower reflecting lower sales volumes.
Previous report
Entering the third quarter of 2025, sales are expected to be lower. Planned maintenance downtime costs in the third quarter of 2025 are expected to be lower compared with the second quarter of 2025. Operating costs are expected to be lower. Input costs are expected to be higher driven by energy costs.
Reworded paragraphs (36)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in "Financial Statements and Supplementary Data" of this Quarterly Report on Form 10-Q (this "Form 10-Q") and the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report"). In addition to historical 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 in our Annual Report, particularly under "Risk Factors" and "Forward-Looking Statements" of this Form 10-Q and our Annual Report. Please see our "Cautionary Statement Regarding Forward-Looking Statements" below.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in "Financial Statements and Supplementary Data" of this Quarterly Report on Form 10-Q (this "Form 10-Q") and the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (our "Annual Report"). In addition to historical 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 in our Annual Report and subsequent quarterly reports, particularly under "Risk Factors" and "Forward-Looking Statements" of this Form 10-Q. Please see our "Cautionary Statement Regarding Forward-Looking Statements" below.
Previous wording
Net earnings (loss) were $75 million ($0.14 per diluted share) in the second quarter of 2025, compared with $(105) million ($(0.24) per diluted share) in the first quarter of 2025 and $498 million ($1.41 per diluted share) in the second quarter of 2024. The Company generated Adjusted operating earnings (a non-GAAP measure defined below) of $105 million ($0.20 per diluted share) in the second quarter of 2025, compared with $101 million ($0.23 per diluted share) in the first quarter of 2025 and $193 million ($0.55 per diluted share) in the second quarter of 2024.
Current wording
Earnings (loss) from continuing operations were $(426) million ($(0.81) per diluted share) in the third quarter of 2025, compared with $75 million ($0.14 per diluted share) in the second quarter of 2025 and $111 million ($0.31 per diluted share) in the third quarter of 2024. The Company generated Adjusted operating earnings (loss) (a non-GAAP measure defined below) of $(224) million ($(0.43) per diluted share) in the third quarter of 2025, compared with $94 million ($0.18 per diluted share) in the second quarter of 2025 and $113 million ($0.33 per diluted share) in the third quarter of 2024.
Previous wording
In the second quarter, the Company navigated a dynamic macroeconomic environment marked by cost pressures, shifting consumer demand, elevated interest rates and evolving global trade policies. These factors, along with heightened geopolitical tensions, are contributing to broader consumer uncertainty and impacting industrial demand.
Current wording
In the third quarter, the Company navigated a complex and evolving dynamic macroeconomic landscape, particularly in our EMEA markets. Subdued market conditions, persistent cost pressures and shifting consumer behavior were compounded by elevated interest rates, soft consumer sentiment and newly implemented tariffs that disrupted global trade flows. These factors, along with heightened geopolitical tensions, contributed to broader consumer uncertainty, impacting industrial production.
Previous wording
We continue to actively monitor recent changes in trade policy, particularly newly implemented tariffs affecting goods imported into the United States. Economic uncertainty from tariffs continues to impact industrial production and box demand across the manufacturing sector.
Current wording
We continue to actively monitor evolving trade policy, including newly implemented tariffs affecting goods imported into the United States. During the third quarter, rising tariff rates contributed to economic uncertainty impacting industrial production and box demand across the manufacturing sector. The Company continues to assess the impact of the tariffs and actions that can be taken to moderate and/or minimize their effects on the Company.
Previous wording
The OBBBA enacted in July 2025 introduced a wide range of tax policy changes. Key provisions include the extension of select elements of the Tax Cuts and Jobs Act, updates to the international tax framework, and the reinstatement of favorable treatment for certain business-related deductions. With staggered effective dates beginning in 2025 and extending through 2027, the Company is actively evaluating the OBBBA’s potential implications on its consolidated financial statements.
Current wording
The enactment of the One Big Beautiful Bill Act (“OBBBA”) in July 2025 introduced a wide range of tax policy changes. Key provisions include the extension of select elements of the Tax Cuts and Jobs Act, updates to the international tax framework, and the reinstatement of favorable treatment for certain business-related deductions. With staggered effective dates beginning in 2025 and extending through 2027, the Company is actively evaluating the OBBBA’s potential implications on its consolidated financial statements. For the nine months ended September 30, 2025, the impacts do not have a material effect on the tax rate.
Previous wording
Adjusted Operating Earnings and Adjusted Operating Earnings Per Share are non-GAAP measures defined as net earnings (loss) (a GAAP measure) excluding 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 non-operating pension expense (income) and net special items, as described in greater detail below, 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 these non-GAAP measures to focus on ongoing operations and believes that such non-GAAP measures are useful to investors in assessing the operational performance of the Company and enabling investors to perform meaningful comparisons of past and present consolidated operating results. The Company believes that using these non-GAAP measures, along with the most directly comparable GAAP measures, provides for a more complete analysis of the Company's results of operations.
Current wording
Adjusted Operating Earnings (Loss) and Adjusted Operating Earnings (Loss) Per Share are non-GAAP financial measures defined as earnings (loss) from continuing operations (a GAAP measure) excluding net special items and non-operating pension expense (income). Earnings (loss) from continuing operations and Diluted earnings (loss) from continuing operations per share are the most directly comparable GAAP measures. The Company calculates Adjusted Operating Earnings (Loss) by excluding the after-tax effect of non-operating pension expense (income) and net special items, as described in greater detail below, from earnings (loss) from continuing operations reported under GAAP. Adjusted Operating Earnings (Loss) Per Share is calculated by dividing Adjusted Operating Earnings (Loss) by diluted average shares of common stock outstanding. Management uses these non-GAAP measures to focus on ongoing operations and believes that such non-GAAP measures are useful to investors in assessing the operational performance of the Company and enabling investors to perform meaningful comparisons of past and present consolidated operating results from continuing operations. The Company believes that using these non-GAAP measures, along with the most directly comparable GAAP measures, provides for a more complete analysis of the Company's results of operations.
Previous wording
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 Adjusted Operating Earnings 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.
Current wording
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 Adjusted Operating Earnings (Loss) 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.
Previous wording
The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a total basis. Additional detail is provided below regarding the net special items expense (income) referenced in the charts below.
Current wording
The following is a reconciliation of Earnings (loss) from continuing operations to Adjusted operating earnings (loss) on a total basis. Additional detail is provided below regarding the net special items expense (income) referenced in the charts below.
Previous wording
(a) For the three months ended June 30, 2025, this amount includes a tax expense of $1 million on the non-operating pension expense and a tax benefit of $1 million associated with special items. The three months ended June 30, 2024 include a tax benefit of $338 million related to internal legal entity restructuring. This amount also includes a tax expense of $2 million on the non-operating pension incomes and a tax benefit of $8 million associated with special items. The three months ended March 31, 2025 includes a tax benefit of $1 million on the non-operating pension expense and a tax benefit of $45 million associated with special items.
Current wording
(a) For the three months ended September 30, 2025, this amount includes a tax benefit of $62 million related to capital losses associated with the announced agreement to sell our Global Cellulose Fibers business. This amount also includes tax expense of $1 million on the non-operating pension income and a tax benefit of $87 million associated with special items. The three months ended September 30, 2024 include a tax benefit of $78 million related to internal legal entity restructuring. This amount also includes tax expense of $3 million on the non-operating pension income and a tax benefit of $24 million associated with special items. The three months ended June 30, 2025 includes tax expense of $1 million on the non-operating pension income and tax expense of $3 million associated with special items.
Previous wording
The following is a reconciliation of Net earnings (loss) to Adjusted operating earnings (loss) on a per share basis:
Current wording
The following is a reconciliation of Diluted earnings (loss) per share from continuing operations to Adjusted operating earnings (loss) on a per share basis:
Previous wording
Cash provided by (used for) operations totaled $188 million and $760 million for the first six months of 2025 and 2024, respectively. Free cash flow in the first six months of 2025 and 2024 was $(564) million and $311 million, respectively. Free cash flow is a non-GAAP measure, which equals cash provided by operations less capital expenditures, and the most directly comparable GAAP measure is cash provided by (used for) operations. 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. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures.
Current wording
Cash provided by (used for) operations, including discontinued operations, totaled $793 million and $1.3 billion for the first nine months of 2025 and 2024, respectively. Free cash flow in the first nine months of 2025 and 2024 was $(414) million and $620 million, respectively. Free cash flow is a non-GAAP measure, which equals cash provided by operations less capital expenditures, and the most directly comparable GAAP measure is cash provided by (used for) operations. 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. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures.
Previous wording
The following summarizes our results of operations for second quarter of 2025 compared with the first quarter of 2025 and the second quarter of 2024:
Current wording
The following summarizes our results of operations for third quarter of 2025 compared with the second quarter of 2025 and the third quarter of 2024:
Previous wording
The increase in the second quarter of 2025 compared to the first quarter of 2025 and the second quarter of 2024 was primarily driven by the addition of the DS Smith business and the three months of activity in the second quarter of 2025 compared to two months of activity in the first quarter of 2025. Additional details on net sales are provided in the Business Segment Operating Results section below.
Current wording
The increase in the third quarter of 2025 compared to the second quarter of 2025 and the third quarter of 2024 was primarily driven by higher sales prices. DS Smith accounted for $2.2 billion of net sales in the third quarter of 2025. Additional details on net sales are provided in the Business Segment Operating Results section below.
Previous wording
Net special items charges of $25 million and $70 million in the second quarter of 2024 and the first quarter of 2025, respectively, are included in cost of products sold. The second quarter of 2025 includes $1.6 billion for DS Smith and the first quarter of 2025 includes $1.09 billion for DS Smith (including $70 million of special items charges). Cost of products sold includes three months of DS Smith activity in the second quarter of 2025 compared to two months in the first quarter of 2025. For legacy IP, compared to the first quarter of 2025, there were increases of $55 million in raw materials and $109 million in maintenance and labor expense, offset by decreases of $52 million in fuel and other expenses. Compared to the second quarter of 2024, cost of products sold was impacted by decreases in raw materials and operating materials of $218 million, offset by an increase of $182 million in maintenance and fuel expense.
Current wording
Cost of products sold decreased by $135 million compared to the second quarter of 2025 and increased by $1.4 billion compared to the third quarter of 2024. The decrease compared to the second quarter of 2025 was driven by lower raw materials ($409 million) and maintenance/labor costs ($25 million), partially offset by increases in fuel and other expenses ($334 million). For IP legacy, cost of products sold was impacted by decreases in raw materials and operating materials ($194 million) and increases in maintenance and fuel expense ($11 million) compared to the third quarter of 2024. Net special items of $34 million were included in the third quarter of 2025 compared to $7 million in the third quarter of 2024 and DS Smith accounted for $1.6 billion of total cost of products sold in the third quarter of 2025.
Previous wording
Net special items charges of $50 million in the first quarter of 2025 are included in taxes other than payroll and income taxes. The second quarter of 2025 includes $10 million compared to $5 million in the first quarter of 2025 for DS Smith. For legacy IP, taxes other than payroll and income taxes includes three months of DS Smith activity in the second quarter of 2025 compared to two months in the first quarter of 2025.
Current wording
Taxes other than payroll and income taxes decreased by $1 million compared to the second quarter of 2025 and increased by $10 million compared to the third quarter of 2024. DS accounted for $10 million of taxes other than payroll and income taxes in the third quarter of 2025.
Previous wording
An income tax provision of $40 million was recorded for the second quarter of 2025 and the reported effective income tax rate was 34%. Excluding a benefit of $1 million related to the tax effects of net special items and an expense of $1 million related to the tax effects of non-operating pension income, the operational effective income tax rate was 27% for the second quarter of 2025.
Current wording
An income tax provision of $40 million was recorded for the second quarter of 2025 and the reported effective income tax rate was 34%. Excluding expense of $3 million related to the tax effects of net special items and expense of $1 million related to the tax effects of non-operating pension income, the operational effective income tax rate was 27% for the second quarter of 2025.
Previous wording
An income tax benefit of $293 million was recorded for the second quarter of 2024 and the reported effective income tax rate was (142)%. Excluding a benefit of $346 million related to the tax effects of net special items and expense of $2 million related to the tax effects of non-operating pension income, the operational effective income tax rate was 21% for the second quarter of 2024.
Current wording
An income tax benefit of $107 million was recorded for the third quarter of 2024 and the reported effective income tax rate was (2,140)%. Excluding a benefit of $102 million related to the tax effects of net special items and expense of $3 million related to the tax effects of non-operating pension income, the operational effective income tax rate was (8)% for the third quarter of 2024.
Previous wording
The operational income tax provision and operational effective income tax rate are non-GAAP financial measures and are calculated by adjusting the earnings (loss) before income taxes and equity earnings (loss), income tax provision (benefit) and rate to exclude net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.
Current wording
The 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 (benefit) and rate to exclude net special items and non-operating pension expense (income). The most directly comparable GAAP measures are the reported income tax provision and effective income tax rate, respectively. Management believes that this presentation provides useful information to investors by providing a meaningful comparison of the income tax rate between past and present periods.
Previous wording
The Company currently operates in three segments: Packaging Solutions North America (PS NA), Packaging Solutions EMEA (PS EMEA) and Global Cellulose Fibers.
Current wording
The Company currently operates in two segments: Packaging Solutions North America (PS NA) and Packaging Solutions EMEA (PS EMEA).
Previous wording
PS NAresults include sales of $173 million and business segment operating profit (loss) of $(33) million for the legacy DS Smith North America business in the second quarter of 2025 compared with sales of $127 million and business segment operating profit (loss) of $(9) million in the first quarter of 2025. The financial results of the PS NA segment include three months in the second quarter compared with two months in the first quarter for the DS Smith North America business. For legacy IP PS NA, sales were higher compared to the first quarter of 2025 driven by higher average sales prices for boxes and export containerboard reflecting prior index movements and seasonally higher box volumes. Cost of products sold increased by $84 million and was impacted by higher manufacturing costs, including planned maintenance downtime costs, partially offset by lower input costs. Depreciation and amortization expense decreased by $196 million driven by the non-repeat of $193 million of accelerated depreciation associated with the previously announced closure of our Red River containerboard mill in Campti, Louisiana. Selling and administrative expenses increased by $55 million driven by higher overhead costs, including the non-repeat of favorable employee medical costs in the first quarter of 2025.
Current wording
PS NA results include sales of $168 million and business segment operating profit (loss) of $(276) million for the legacy DS Smith North America business in the third quarter of 2025. Compared with the third quarter of 2024, IP legacy PS NA sales in the third quarter of 2025 were higher driven by higher sales prices, partially offset by lower sales volumes including the impact of one less shipping day in the third quarter of 2025. Cost of products sold decreased by $157 million driven by lower manufacturing costs, including planned maintenance downtime costs and recovered fiber costs, partially offset by higher energy costs. Depreciation and amortization expense increased $351 million due to accelerated depreciation associated with the previously announced mill closures. Selling and administrative expenses decreased by $30 million reflecting lower overhead costs.
Previous wording
Entering the third quarter of 2025, sales volumes are expected to be seasonally higher compared to the second quarter of 2025. Sales are also expected to be impacted by prior index movements. Operating costs are expected to be lower. Planned maintenance downtime costs are expected to be lower in the third quarter of 2025 compared with the second quarter of 2025. Input costs are expected to be higher driven by energy costs.
Current wording
Entering the fourth quarter of 2025, sales volumes are expected to be lower compared to the third quarter of 2025 and include the impact of three less shipping days in the fourth quarter of 2025. Sales are also expected to be impacted by the previously announced mill closures. Operating costs are expected to be lower. Planned maintenance downtime costs are expected to be higher in the fourth quarter of 2025 compared with the third quarter of 2025. Input costs are expected to be lower driven by fiber costs.
Previous wording
Compared with the second quarter of 2024, legacy IP PS EMEA sales in the second quarter of 2025 were higher driven by higher sales prices for paper. Cost of products sold were slightly higher, reflecting higher input costs. Selling and administrative expenses were $8 million higher compared to the first quarter of 2024 driven by higher overhead costs.
Current wording
PS EMEA results include sales of $2.0 billion and business segment operating profit (loss) of $(65) million for the legacy DS Smith EMEA business in the third quarter of 2025. Compared with the third quarter of 2024, legacy IP PS EMEA sales in the third quarter of 2025 were lower driven by lower sales prices for boxes and paper. Cost of products sold were lower, reflecting lower input costs. Selling and administrative expenses were lower compared to the third quarter of 2024 driven by lower overhead costs.
Previous wording
Looking ahead to the third quarter of 2025, sales are expected to be higher. Operating costs are expected to be lower. Input costs are expected to be lower, driven by fiber costs. Planned maintenance downtime costs are expected to be higher in the third quarter of 2025.
Current wording
Looking ahead to the fourth quarter of 2025, sales are expected to be higher. Operating costs are expected to be higher. Input costs are expected to be lower, driven by fiber costs. Planned maintenance downtime costs are expected to be lower in the fourth quarter of 2025.
Previous wording
Cash provided by (used for) operations totaled $188 million and $760 million for the first six months of 2025 and 2024, respectively. Cash provided by (used for) working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $(683) million for the six months ended June 30, 2025 compared with cash provided by (used for) working capital components of $12 million for the six months ended June 30, 2024. The change in cash provided by operations in the first six months of 2025 compared to the comparable 2024 six-month period was primarily due to significant payments made in the first quarter of 2025 that impacted operating cash flow by approximately $670 million, including $240 million of DS Smith transaction costs and $80 million of severance payments, as well as incentive compensation and other benefit payments.
Current wording
Cash provided by (used for) operations, including discontinued operations, totaled $793 million and $1.3 billion for the first nine months of 2025 and 2024, respectively. Cash provided by (used for) working capital components (accounts receivable, contract assets and inventory less accounts payable and accrued liabilities, interest payable and other) totaled $(867) million for the nine months ended September 30, 2025 compared with cash provided by (used for) working capital components of $216 million for the nine months ended September 30, 2024. The change in cash provided by operations in the first nine months of 2025 compared to the comparable 2024 nine-month period was primarily due to significant payments made in the first quarter of 2025 that impacted operating cash flow by approximately $670 million, including $240 million of DS Smith transaction costs and $80 million of severance payments, as well as incentive compensation and other benefit payments.
Previous wording
Cash provided by (used for) investment activities totaled $(38) million in the first six months of 2025 compared with $(446) million in the first six months of 2024. The increase in cash provided by investment activities is mainly due to proceeds from the sale of fixed assets of $89 million, proceeds from divestitures, net of transaction costs of $138 million, proceeds from insurance recoveries of $28 million and net cash acquired from acquisitions of $419 million, offset by higher capital expenditures of $303 million.
Current wording
Cash provided by (used for) investment activities, including discontinued operations, totaled $(478) million in the first nine months of 2025 compared with $(634) million in the first nine months of 2024. The increase in cash provided by investment activities is mainly due to proceeds from the sale of fixed assets of $103 million, proceeds from divestitures, net of transaction costs of $138 million, proceeds from insurance recoveries of $8 million and net cash acquired from acquisitions of $414 million, offset by higher capital expenditures of $546 million.
Previous wording
Capital expenditures totaled $752 million in the first six months of 2025, compared to $449 million in the first six months of 2024. Full-year 2025 capital expenditures are currently expected to be approximately $1.8 billion to $1.9 billion, or 90% to 95% of depreciation and amortization.
Current wording
Capital expenditures totaled $1.2 billion in the first nine months of 2025, compared to $661 million in the first nine months of 2024. Full-year 2025 capital expenditures are currently expected to be approximately $1.8 billion to $1.9 billion, or 71% to 75% of depreciation and amortization.
Previous wording
Financing activities for the first six months of 2025 included a $200 million net increase in debt versus a $8 million net decrease in debt during the comparable 2024 six-month period.
Current wording
Financing activities for the first nine months of 2025 included a $229 million net increase in debt versus a $33 million net decrease in debt during the comparable 2024 nine-month period.
Previous wording
During the second quarter of 2025, the Company had no borrowings outstanding under its commercial paper program and its USD denominated committed bank facility.
Current wording
During the third quarter of 2025, the Company had no borrowings outstanding under its commercial paper program and its USD denominated committed bank facility.
Previous wording
See Note 15 - Debt to the Condensed Notes to the Consolidated Financial Statements for a discussion of various debt-related actions taken by the Company during the six months ended June 30, 2025.
Current wording
See Note 16 - Debt to the Condensed Notes to the Consolidated Financial Statements for a discussion of various debt-related actions taken by the Company during the nine months ended September 30, 2025.
Previous wording
In March 2025, the Company amended and restated its £1.25 billion credit facility agreement to, among other things (i) replace its obligation to prepare audited and unaudited consolidated accounts and instead provide International Paper’s account information, on the same terms as International Paper’s existing credit facilities, (ii) amend the financial covenant in the credit facility agreement to align with financial covenants given by International Paper in its existing credit facilities, (iii) amend certain events of default, and undertakings to align more closely with certain equivalent provisions included in the documentation relating to the existing financings of International Paper and to allow additional flexibility for potential reorganization of DS Smith’s subsidiaries, if required, now that DS Smith and its subsidiaries are part of the International Paper group. The multi-currency credit facility allows for GBP, EUR and USD borrowings and provides for interest rates at a floating rate index plus a pre-determined margin. Credit facility borrowings are denominated in the currency that aligns with the Company's cashflows. At June 30, 2025, the Company had €970 million (approximately $1.1 billion) borrowings outstanding under the credit facility. The Company’s credit facility agreement is not subject to any restrictive covenants other than that International Paper must comply with the same negative covenants as per its existing credit facilities. IP was in compliance with all its debt covenants at June 30, 2025, and was well below the thresholds stipulated under the covenants as defined in the credit facility agreement. Further the financial covenants do not restrict any borrowings under the credit facility agreement.
Current wording
In March 2025, the Company amended and restated its £1.25 billion credit facility agreement to, among other things (i) replace its obligation to prepare audited and unaudited consolidated accounts and instead provide International Paper’s account information, on the same terms as International Paper’s existing credit facilities, (ii) amend the financial covenant in the credit facility agreement to align with financial covenants given by International Paper in its existing credit facilities, and (iii) amend certain events of default, and undertakings to align more closely with certain equivalent provisions included in the documentation relating to the existing financings of International Paper and to allow additional flexibility for potential reorganization of DS Smith’s subsidiaries, if required, now that DS Smith and its subsidiaries are part of the International Paper group. The multi-currency credit facility allows for GBP, EUR and USD borrowings and provides for interest rates at a floating rate index plus a pre-determined margin. Credit facility borrowings are denominated in the currency that aligns with the Company's cashflows. At September 30, 2025, the Company had approximately $1.2 billion (€1.035 billion) borrowings outstanding under the credit facility. The Company’s credit facility agreement is not subject to any restrictive covenants other than that International Paper must comply with the same negative covenants as per its existing credit facilities. IP was in compliance with all its debt covenants at September 30, 2025, and was well below the thresholds stipulated under the covenants as defined in the credit facility agreement. Further the financial covenants do not restrict any borrowings under the credit facility agreement.
Previous wording
In April 2025, the Company amended and restated its credit facility agreement to, among other things (i) replace its obligation to prepare audited and unaudited consolidated accounts and instead provide International Paper’s account information, on the same terms as International Paper’s existing credit facilities, (ii) amend the financial covenant in the credit facility agreement to align with financial covenants given by International Paper in its existing credit facilities, (iii) amend certain events of default, and undertakings to align more closely with certain equivalent provisions included in the documentation relating to the existing financings of International Paper and to allow additional flexibility for potential reorganization of DS Smith’s subsidiaries, if required, now that DS Smith and its subsidiaries are part of the International Paper group. The credit facility agreement provides for interest rates at a fixed rate for each facility. At June 30, 2025, the Company had €188 million (approximately $221 million) borrowings outstanding under the €200 million credit facility agreement. The Company’s credit facility agreement is not subject to any restrictive covenants other than that International Paper must comply with the same negative covenants as per its existing credit facilities. IP was in compliance with all its debt covenants at June 30, 2025, and was well below the thresholds stipulated under the covenants as defined in the credit facility agreement. Further the financial covenants do not restrict any borrowings under the credit facility agreement.
Current wording
In April 2025, the Company amended and restated its credit facility agreement to, among other things (i) replace its obligation to prepare audited and unaudited consolidated accounts and instead provide International Paper’s account information, on the same terms as International Paper’s existing credit facilities, (ii) amend the financial covenant in the credit facility agreement to align with financial covenants given by International Paper in its existing credit facilities, (iii) amend certain events of default, and undertakings to align more closely with certain equivalent provisions included in the documentation relating to the existing financings of International Paper and to allow additional flexibility for potential reorganization of DS Smith’s subsidiaries, if required, now that DS Smith and its subsidiaries are part of the International Paper group. The credit facility agreement provides for interest rates at a fixed rate for each facility. At September 30, 2025, the Company had €175 million (approximately $205 million) borrowings outstanding under the €200 million credit facility agreement. The Company’s credit facility agreement is not subject to any restrictive covenants other than that International Paper must comply with the same negative covenants as per its existing credit facilities. IP was in compliance with all its debt covenants at September 30, 2025, and was well below the thresholds stipulated under the covenants as defined in the credit facility agreement. Further the financial covenants do not restrict any borrowings under the credit facility agreement.
Previous wording
During the first six months of 2025, International Paper used 3.5 million shares of treasury stock for various incentive plans. International Paper also acquired 1.1 million shares of treasury stock, related to restricted stock tax withholdings during the first six months of 2025. Payments of restricted stock withholding taxes totaled $63 million during this period. Our current share repurchase program approved by our Board of Directors ("Board") on October 11, 2022, does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of June 30, 2025. During the six months ended June 30, 2025, no shares of common stock were repurchased under our share repurchase program.
Current wording
During the first nine months of 2025, International Paper used 3.6 million shares of treasury stock for various incentive plans. International Paper also acquired 1.1 million shares of treasury stock, related to restricted stock tax withholdings during the first nine months of 2025. Payments of restricted stock withholding taxes totaled $64 million during this period. Our current share repurchase program approved by our Board of Directors ("Board") on October 11, 2022, does not have an expiration date and has approximately $2.96 billion aggregate amount of shares of common stock remaining authorized for purchase as of September 30, 2025. During the nine months ended September 30, 2025, no shares of common stock were repurchased under our share repurchase program.
Previous wording
During the first six months of 2024, International Paper used approximately 2.0 million shares of treasury stock for various incentive plans. International Paper also acquired 0.6 million shares of treasury stock, related to restricted stock tax withholding during the first three months of 2024. Payments of restricted stock withholding taxes totaled $22 million. During the six months ended June 30, 2024, no shares of common stock were repurchased under our share repurchase program.
Current wording
During the first nine months of 2024, International Paper used approximately 2.0 million shares of treasury stock for various incentive plans. International Paper also acquired 0.6 million shares of treasury stock, related to restricted stock tax withholding during the first three months of 2024. Payments of restricted stock withholding taxes totaled $22 million. During the nine months ended September 30, 2024, no shares of common stock were repurchased under our share repurchase program.
Previous wording
Cash dividend payments related to common stock totaled $488 million and $321 million for the first six months of 2025 and 2024, respectively. Dividends were $0.9250 per share for the first six months of 2025 and 2024.
Current wording
Cash dividend payments related to common stock totaled $733 million and $482 million for the first nine months of 2025 and 2024, respectively. Dividends were $1.3875 per share for the first nine months of 2025 and 2024.
Previous wording
The Company has included in its Annual Report a discussion of these critical accounting policies, which are important to the portrayal of the Company’s financial condition and results of operations and may require management’s judgments. Except as described below, the Company has not made any changes in these critical accounting policies during the first six months of 2025.
Current wording
The Company has included in its Annual Report a discussion of these critical accounting policies, which are important to the portrayal of the Company’s financial condition and results of operations and may require management’s judgments. Except as described below, the Company has not made any changes in these critical accounting policies during the first nine months of 2025.
Previous wording
Certain statements in this Quarterly Report on Form 10-Q that are not historical in nature may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by the use of forward-looking or conditional words such as “expects,” “anticipates,” “believes,” “estimates,” “could,” “should,” “can,” “forecast,” “outlook,” “intend,” “look,” “may,” “will,” “remain,” “confident,” “commit” and “plan” or similar expressions. These statements are not guarantees of future performance and reflect management’s current views and speak only as to the dates the statements are made and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. All statements, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding anticipated financial results, economic conditions, industry trends, future prospects, and the anticipated benefits, execution and consummation of corporate transactions or contemplated acquisitions, including our completed business combination with DS Smith Limited (“DS Smith”). Factors which could cause actual results to differ include but are not limited to: (i) our ability to consummate and achieve the benefits expected from, and other risks associated with, acquisitions, joint ventures, divestitures, spinoffs, capital investments and other corporate transactions, including, but not limited to, our business combination with DS Smith; (ii) our ability to integrate and implement our plans, forecasts, the internal control framework of DS Smith, including assessment of its internal control over financial reporting, and other expectations with respect to the combined company, including in light of our increased scale and global presence; (iii) risks associated with our strategic business decisions including facility closures, business exits, operational changes, and portfolio rationalizations intended to support the Company’s 80/20 strategic approach for long-term growth; (iv) our failure to comply with the obligations associated with being a public company listed on the New York Stock Exchange and the London Stock Exchange and the costs associated therewith; (v) risks with respect to climate change and global, regional, and local weather conditions, as well as risks related to our targets and goals with respect to climate change and the emission of greenhouse gases and other environmental, social and governance matters, including our ability to meet such targets and goals; (vi) loss contingencies and pending, threatened or future litigation, including with respect to environmental and antitrust related matters; (vii) the level of our indebtedness, including our obligations related to becoming the guarantor of the Euro Medium Term Notes as a result of our acquisition of DS Smith, risks associa…
Excerpt shortened here; the source contains the full paragraph.
Current wording
Certain statements in this Quarterly Report on Form 10-Q that are not historical in nature may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements can be identified by the use of forward-looking or conditional words such as “expects,” “anticipates,” “believes,” “estimates,” “could,” “should,” “can,” “forecast,” “outlook,” “intend,” “look,” “may,” “will,” “remain,” “confident,” “commit” and “plan” or similar expressions. These statements are not guarantees of future performance and reflect management’s current views and speak only as to the dates the statements are made and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. All statements, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding anticipated financial results, economic conditions, industry trends, future prospects, and the anticipated benefits, execution and consummation of corporate transactions or contemplated acquisitions, including our completed business combination with DS Smith Limited (“DS Smith”) and divestiture of our Global Cellulose Fibers business to American Industrial Partners (“AIP”). Factors which could cause actual results to differ include but are not limited to: (i) our ability to consummate and achieve the benefits expected from, and other risks associated with, acquisitions, joint ventures, divestitures, spinoffs, capital investments and other corporate transactions, including, but not limited to, our business combination with DS Smith and the divestiture of our Global Cellulose Fibers business to AIP; (ii) our ability to integrate and implement our plans, forecasts, the internal control framework of DS Smith, including assessment of its internal control over financial reporting, and other expectations with respect to the combined Company, including in light of our increased scale and global presence; (iii) risks associated with our strategic business decisions including facility closures, business exits, operational changes, and portfolio rationalizations intended to support the Company’s 80/20 strategic approach for long-term growth; (iv) our failure to comply with the obligations associated with being a public company listed on the New York Stock Exchange and the London Stock Exchange and the costs associated therewith; (v) risks with respect to climate change and global, regional, and local weather conditions, as well as risks related to our targets and goals with respect to climate change and the emission of greenhouse gases and other environmental, social and governance matters, including our ability to meet such targets and goals; (vi) loss contingencies and pending, threatened or future litigation, including with respect to environmental and antitrust related matters; (vii) the level of ou…
Excerpt shortened here; the source contains the full paragraph.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The following is a reconciliation of Earnings (loss) from continuing operations before income taxes and equity earnings (loss) to Adjusted EBITDA from continuing operations on a total basis. Additional detail is provided below regarding the special items referenced in the charts below.