INTERNATIONAL PAPER CO /NEW/IP
INTERNATIONAL PAPER CO /NEW/ Commitments Disclosure
COMMITMENTS AND CONTINGENT LIABILITIES
General
The Company is involved in various inquiries, administrative proceedings and litigation relating to environmental and
safety matters, personal injury, product liability, labor and employment, contracts, sales of property, intellectual
property, tax, and other matters, that arise in the normal course of business. These matters may raise difficult and
complicated legal issues and may be subject to many uncertainties and complexities. Moreover, some of these
matters allege substantial or indeterminate monetary damages.
International Paper reviews inquiries, administrative proceedings and litigation, including with respect to
environmental matters, on an ongoing basis and establishes an estimated liability for specific legal proceedings and
other loss contingencies when it determines that the likelihood of an unfavorable outcome is probable, and the
amount of the loss can be reasonably estimated. In addition, if the likelihood of an unfavorable outcome with respect
to material loss contingencies is reasonably possible and International Paper is able to determine an estimate of the
possible loss or range of loss, whether in excess of a related accrued liability of where there is no accrued liability,
International Paper will disclose the estimate of the possible loss or range of loss. When no amount in a range of
loss is more likely than any other amount in the range, the low end of the range is used as the estimate of the
possible loss. International Paper’s assessment of whether a loss is probable is based on management’s
assessment of the ultimate outcome of the matter.
Assessments of lawsuits and claims and the estimates reflected herein, are subject to significant judgments about
future events, rely heavily on estimates and assumptions, and are otherwise subject to significant known and
unknown uncertainties. The matters underlying such estimates may change from time to time and actual losses may
vary significantly from current estimates. Additionally, the estimated liability for loss contingencies does not include
matters or losses that are not reasonably estimable and probable.
Based on information currently known to International Paper, management believes that loss contingencies arising
from pending matters, including the matters described herein, will not have a material adverse effect on the
consolidated financial position or liquidity of the Company. However, in light of the inherent uncertainties involved in
such matters, some of which are beyond the Company's control, and the large or indeterminate damages sought in
some of these matters, a future adverse ruling, settlement, unfavorable development, or increase in accruals with
respect to these matters could result in future charges that could be materially adverse to the Company's results of
operations or cash flows in any particular reporting period.
Environmental
The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions
under various U.S. federal and state laws, including the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended ("CERCLA"). Many involve cleanup of hazardous substances at large
commercial landfills that received waste from multiple sources. Liability for CERCLA cleanups is typically allocated
among the PRPs. There are other remediation costs typically associated with the cleanup of hazardous substances
at the Company’s current, closed and formerly-owned facilities, and recorded as liabilities in the consolidated
balance sheets.
Remediation costs are recorded in the consolidated financial statements when they become probable and
reasonably estimable. Reserve amounts may decline as remediation spending occurs. International Paper’s
estimated probable liability for these environmental matters, totaled approximately $270 million and $279 million in
the aggregate as of December 31, 2025 and December 31, 2024, respectively.
Cass Lake: One matter involves a closed wood-treatment facility located in Cass Lake, Minnesota . The Company
is performing remedial action ("RA") and continues to cooperate with the U.S. Environmental Protection Agency
(“EPA”) on the remaining remediation goals. The estimated liability for the Cass Lake superfund site was $47 million
and $48 million as of December 31, 2025 and December 31, 2024, respectively.
Kalamazoo River: The Company is a PRP for the Allied Paper, Inc./Portage Creek/Kalamazoo River Superfund
Site in Michigan, related to polychlorinated biphenyls contamination linked in part to a paper mill formerly owned by
St. Regis Paper Company ("St. Regis"), to which the Company is a successor.
•Operable Unit 5, Area 1 (“OU5”): In 2016, the EPA issued a special notice letter and a unilateral
administrative order ("UAO") directing PRPs to perform the remedy and seeking $37 million in
reimbursement costs. The Company continues to comply with the UAO while preserving defenses.
•Operable Unit 1 ("OU1"): The EPA issued a Record of Decision (“ROD”) in 2016 and initiated RA activities in
2021. The Company received a UAO in 2022 and began performing the RA in 2023. Reserves of $27
million were established in 2022, increased by $27 million in 2024, and increased by $7 million in 2025 to
account for the reasonably estimable costs for the next phases of the RA.
The total combined reserve for liabilities for OU5, Area 1 and OU1 was $20 million and $29 million as of
December 31, 2025 and December 31, 2024, respectively.
The Company, along with NCR Corporation and Weyerhauser, was named as a defendant by Georgia-Pacific
Consumer Products LP, Fort James Corporation and Georgia Pacific LLC (collectively, "GP") in a contribution and
cost recovery action for alleged pollution at the site related to the Company's potential CERCLA liability. The lawsuit
seeks contribution under CERCLA for approximately $79 million in past cleanup costs and unspecified future
remediation costs. Although a district court initially fixed the past cost amount at approximately $50 million (plus
interest to be determined) with 15% of those past costs allocated to the Company, the Sixth Circuit Court of Appeals
(the "Sixth Circuit") ultimately found the lawsuit was time-barred. GP attempted further appeals, but the U.S.
Supreme Court declined review. GP later sought a ruling that all parties were jointly and severally liable for future
costs. The District Court agreed, but on appeal the Sixth Circuit vacated that decision as well. The U.S. Supreme
Court denied GP’s petition for certiorari in October 2025, making the Sixth Circuit’s ruling final.
Harris County: International Paper and McGinnis Industrial Maintenance Corporation ("MIMC"), a subsidiary of
Waste Management, Inc. ("WMI"), are PRPs at the San Jacinto River Waste Pits Superfund Site in Harris County,
Texas. The PRPs actively participate in activities at the site and share costs.
The Company initially reserved $65 million for estimated remediation costs: (a) $10 million for the southern
impoundment; and (b) $55 million for the northern impoundment. The reserve represented the Company's 50%
share of our estimate of the low end of the range of probable remediation costs. Reserves increased from
2020-2025 as completion of engineering estimates and higher than expected southern impoundment waste
volumes increased projected costs. The Company substantially completed the RA for the southern impoundment in
2024.
With respect to the northern impoundment, design revisions in 2024 and 2025 resulted in an increase to the reserve
of $27 million. The total estimated liability for the southern and northern impoundment was $97 million and $98
million as of December 31, 2025 and December 31, 2024, respectively. The current reserve primarily reflects the
Company’s 50% share of our estimate of the low end of the range of probable costs for the northern impoundment.
Additional losses in excess of our recorded liability are possible due to uncertainties in future cost, timing and the
development of additional site technical data pertaining to geotechnical, hydrological and other environmental
conditions.
Versailles Pond: The Company is a responsible party for the investigation and remediation of Versailles Pond, a
57-acre dammed river impoundment in Sprague, Connecticut contaminated with polychlorinated biphenyls, mercury,
and metals.. A preliminary remediation plan was developed in 2023 and a $30 million reserve established.
Negotiations with state and federal governmental officials about scope and timing of the remediation are ongoing.
The total estimated liability for Versailles Pond was $29 million and $30 million as of December 31, 2025 and
December 31, 2024, respectively.
Asbestos-Related Matters
We have been named as a defendant in various asbestos-related personal injury litigation, in both U.S. state and
federal court, primarily in relation to the prior operations of certain companies previously acquired by the Company.
The Company's total recorded liability with respect to pending and future asbestos-related claims was $103 million
and $100 million net of insurance recoveries as of December 31, 2025 and December 31, 2024, respectively. While
it is reasonably possible that the Company may incur losses in excess of its recorded liability with respect to
asbestos-related matters, we are unable to estimate any loss or range of loss in excess of such liability, and do not
believe additional material losses are probable.
Antitrust
On July 29, 2025, 12 containerboard producers, including International Paper, were named as defendants in a
purported class action complaint that alleges a civil violation of Sections 1 and 3 of the Sherman Act. The suit is
captioned Artuso Pastry Foods Corp v. Packaging Corp. of America (N.D. Ill.). The complaint alleges that the
defendants, beginning in November 1, 2020 through the time of filing, conspired to fix, raise, maintain, and/or
stabilize prices of containerboard products and finished packaging products made from containerboard. The alleged
class is formed from persons who purchased containerboard products directly from one or more defendants for use
or delivery in the United States during the period November 1, 2020 to the present. The complaint seeks to recover
an unspecified amount of treble damages, injunctive relief, attorneys’ fees and actual damages on behalf of the
purported class.
Given the early stage of the claim and our intention to defend robustly against such claim, it is too early to predict or
reasonably estimate the overall outcome or ultimate potential liability (if any) that might be incurred. There can be
no guarantee that the aggregate of possible damages could not have a material impact on our financial condition.
In March 2017, the Italian Competition Authority ("ICA") commenced an investigation into the Italian packaging
industry to determine whether producers of corrugated sheets and boxes violated the applicable European
competition law. In April 2019, the ICA concluded its investigation and issued initial findings alleging that over 30
producers, including International Paper's Italian packaging subsidiary ("IP Italy") and certain subsidiaries of DS
Smith operating in Italy ("DS Smith Italy"), improperly coordinated the production and sale of corrugated sheets and
boxes. In August 2019, the ICA issued its decision and assessed IP Italy a fine of €29 million (approximately $31
million at the then-current exchange rates) for participation in the boxes coordination, which was recorded in the
third quarter of 2019. Following a series of appeals by IP Italy to the Italian Council of State, IP Italy's fine was
reduced by €6 million (approximately $6 million). As of December 31, 2025, after giving effect to this development,
the Company did not have any remaining liability related to IP Italy's fine. IP Italy has further appealed the most
recent decision (in July 2024) seeking further reduction. DS Smith Italy was also subject to the ICA decision but not
fined, given its position as leniency applicant. IP Italy, DS Smith Italy, and other producers also have been named in
lawsuits, and we have received other claims, by a number of customers for damages associated with the alleged
anticompetitive conduct. Given the early stages of these claims and the intention of the Company to defend robustly
against such claims, it is too early to predict the overall outcome and ultimate potential liability (if any) that might be
incurred in connection therewith, and there can be no guarantee that the aggregate of possible damages against IP
Italy and DS Smith Italy could not, together, have a material impact on the Company’s financial condition.
Guarantees
In connection with sales of businesses, property, equipment, forestlands and other assets, International Paper
commonly makes representations and warranties relating to such businesses or assets, and may agree to
indemnify buyers with respect to tax and environmental liabilities, breaches of representations and warranties, and
other matters. Where liabilities for such matters are determined to be probable and reasonably estimable, accrued
liabilities are recorded at the time of sale as a cost of the transaction.
Brazil Goodwill Tax Matter: The Brazilian Federal Revenue Service has challenged the deductibility of goodwill
amortization generated in a 2007 acquisition by Sylvamo do Brasil Ltda. ("Sylvamo Brazil"), which was a wholly
owned subsidiary of the Company until the October 1, 2021 spin-off of the Printing Papers business, after which it
became a subsidiary of Sylvamo Corporation ("Sylvamo"). Sylvamo Brazil received assessments for the tax years
2007-2015 totaling approximately $106 million (adjusted for variation in currency exchange rates) in tax, plus
interest, penalties and fees. The interest, penalties and fees currently total approximately $288 million (adjusted for
variation in currency exchange rates). Accordingly, the assessments currently total approximately $394 million
(adjusted for variation in currency exchange rates). After an initial favorable ruling challenging the basis for these
assessments, Sylvamo Brazil received subsequent unfavorable decisions from the Brazilian Administrative Council
of Tax Appeals. Sylvamo Brazil appealed these decisions. On October 11, 2024, the federal regional court issued a
ruling favorable to Sylvamo Brazil in the first stage of judicial review on the assessments for tax years 2007 and
2008-2012, comprising approximately $250 million of the total $394 million as of December 31, 2025. On December
18, 2024, the Brazilian Federal Revenue Service appealed this ruling. This tax litigation matter may take many
years to resolve. Sylvamo Brazil and International Paper believe the transaction underlying these assessments was
appropriately evaluated, and that Sylvamo Brazil's tax position should be sustained, based on Brazilian tax law.
This matter pertains to a business that was conveyed to Sylvamo on October 1, 2021, as part of our spin-off
transaction. Pursuant to the terms of the tax matters agreement entered into between the Company and Sylvamo,
the Company will pay 60% and Sylvamo will pay 40%, on up to $300 million of any assessment related to this
matter, and the Company will pay all amounts of the assessment over $300 million. Under the terms of the tax
matters agreement, decisions concerning the conduct of the litigation related to this matter, including strategy,
settlement, pursuit and abandonment, will be made by the Company. Sylvamo thus has no control over any decision
related to this ongoing litigation. The Company intends to vigorously defend this historical tax position against the
current assessments and any similar assessments that may be issued for tax years subsequent to 2015. The
Brazilian government may enact a tax amnesty program that would allow Sylvamo Brazil to resolve this dispute for
less than the assessed amount. As of October 1, 2021, in connection with the recording of the distribution of assets
and liabilities resulting from the spin-off transaction, the Company established a liability representing the initial fair
value of the contingent liability under the tax matters agreement. The contingent liability was determined in
accordance with ASC 460 "Guarantees" based on the probability weighting of various possible outcomes. The initial
fair value estimate and recorded liability as of December 31, 2021 was $48 million and remains this amount at
December 31, 2025. This liability will not be increased in subsequent periods unless facts and circumstances
change such that an amount greater than the initial recognized liability becomes probable and estimable.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 19, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 25, 2016 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.