International Paper Company · NYSE:IP
International Paper — International Paper Co /New/ — Merger or Acquisition (April 2024)
23 slides from International Paper's merger presentation, Apr 16, 2024
Slide 1: Creating Significant Shareholder Value and a Global Leader in Sustainable Packaging Solutions
Exhibit 99.2 Creating Significant Shareholder Value and a Global Leader in Sustainable Packaging Solutions Combination of International Paper and DS Smith April 16, 2024
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act 1995 that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or curr
Slide 3: Today’s Speakers
Today’s Speakers Mark Sutton Andy Silvernail Tim Nicholls Chairman and CEO CEO-Elect CFO 3
Slide 4: Highly Complementary Combination With Compelling Strategic and Financial Benefits
Highly Complementary Combination With Compelling Strategic and Financial Benefits Creates Winning Positions in Creates Significant Attractive & Growing Regions Shareholder Value § Aligns with IP strategy to strengthen and grow our § Significant and achievable synergy opportunity of at global packagi
Slide 5: Summary Transaction Terms
Summary Transaction Terms IP and DS Smith have reached agreement on the terms of a recommended all-share combination (1) § The terms of the combination value each DS Smith share at 415 pence per share , and will result in IP issuing 0.1285 shares for each DS Smith share, resulting in pro forma owner
Slide 6: DS Smith at a Glance
DS Smith at a Glance Redefining Packaging for a Changing World £7.4 bn/ £1.1bn/ 100% +30 30k ~35k ~235 15.1% (1) (1) $ 9.3 bn $1.4 bn sustainable countries in employees customers facilities EBITDA Revenue EBITDA packaging operation Margin LTM Oct-23 LTM Oct-23 Breakdown by Geography (FY23A) 16% Nort
Slide 7: A Leader in Sustainable Packaging Across Attractive NA and European Regions
A Leader in Sustainable Packaging Across Attractive NA and European Regions (2) IP DS Smith Combined 15% 10% Product 100% 85% (3) Mix 90% (1) (1) (1) Packaging Packaging Packaging Absorbent Pulp Absorbent Pulp 37% 16% 8% 38% 4% 8% (3) 1% Footprint 1% 86% 38% 62% United States Northern Europe America
Slide 8: Combination is Logical Next Step in IP’s Strategy to Create Value
Combination is Logical Next Step in IP’s Strategy to Create Value Creating Winning Positions in Sustainable Packaging to Drive Profitable Growth + ▪ Streamlined portfolio with primary focus on ▪ Creates winning position in Europe by sustainable packaging combining business capabilities and customer
Slide 9: Combination Creates Winning Position in Europe
Combination Creates Winning Position in Europe 238 § Attractive and growing region Pro Forma Mills & nd § 2 largest profit pool (3) Packaging Plants § Strong sustainability and e-commerce tailwinds § Strengthens packaging business in Europe § Combines capabilities of strong packaging positions § Enh
Slide 10: Enhances IP’s Packaging Business in NA
Enhances IP’s Packaging Business in NA ▪ Attractive and growing region ▪ Largest profit pool ▪ Strong trends in e-commerce and sustainability ▪ Emerging trends in nearshoring and onshoring ▪ DS Smith box network in eastern region provides additional customer offerings ▪ Integrates ~500-600k tons int
Slide 11: Builds a Stronger Customer Value Proposition and Accelerates Innovation
Builds a Stronger Customer Value Proposition and Accelerates Innovation Leverages Enhances Combines Accelerates Strong Offerings to Global Market Product Sustainability & Regional Innovation Expertise Platforms Customers 11
Slide 12: Innovative Sustainable Solutions for Customers
Innovative Sustainable Solutions for Customers Replacing plastic in DS Smith Temperature controlled takeaway food Lift Up solutions § Plastic free fully recyclable § Shrink wrap replacement - § Temperature-controlled solution 100% recyclable corrugated corrugated packaging to handle replace expanded
Slide 13: Significant and Achievable Synergy Opportunity
Significant and Achievable Synergy Opportunity Combination expected to deliver at least $514 million of pre-tax cash synergies on an annual run-rate basis by the end of the fourth year following close Total Synergies $514m Cost Synergies $474m Operational Synergies $241m Overhead Synergies $117m Ope
Slide 14: Significant and Achievable Synergy Opportunity (Validation and Timing)
Significant and Achievable Synergy Opportunity Estimated synergies independently validated as part of a Quantified Financial Benefits Statement process, as required by the U.K. Takeover Code Expect low execution and ~33% of synergies expected to be achieved in year one operational risk with ~66% ach
Slide 15: 2023 Pro Forma Financial Profile
2023 Pro Forma Financial Profile International Paper DS Smith FY'23 PRO FORMA FY 2023 LTM Oct 23 COMPANY ✓ Significant and achievable (2) (1) (without / with synergies) ($) (£ / $) synergies In bn ~$10bn ✓ Improved margin structure Combined Sales $18.9 £7.4 / $9.3 $28.2 company EMEA revenues FY23 ✓
Slide 16: Similar Cultures and Experienced Teams Expect Low Integration and Operational Risk
Similar Cultures and Experienced Teams Expect Low Integration and Operational Risk Aligned values and Track record of Purpose-driven Highly engaged successful cultures with ethics, with focus on employees in high- collaboration with commitment to sustainability, safety, performance work innovation,
Slide 17: Sustainability: Shared Values and Goals
Sustainability: Shared Values and Goals Vision 2030 Now and Next Building a better future for people and the planet We are taking action today to lead the transition to a low carbon, circular economy ▪ Healthy and Abundant Forests: Lead forest ▪ Nature: Protecting and regenerating nature stewardship
Slide 18: Highly Complementary Combination With Compelling Strategic and Financial Benefits
Highly Complementary Combination With Compelling Strategic and Financial Benefits Creates Winning Positions in Creates Significant Attractive & Growing Regions Shareholder Value § Aligns with IP strategy to strengthen and grow our § Significant and achievable synergy opportunity of at global packagi
Slide 19: Investor Relations and Media Contacts
Investor Relations Media • Mark Nellessen • Amy Simpson +1 901-419-1731 +1 901-419-4964 mark.nellessen@ipaper.com amy.simpson@ipaper.com • Michele Vargas • FGS Global +1 901-419-7287 +1 212-687-8080 michele.vargas@ipaper.com IP@fgsglobal.com 19
Slide 20: Appendix
Appendix
Slide 21: International Paper – Reconciliation of Net Earnings to Adjusted EBITDA
International Paper – Reconciliation of Net Earnings to Adjusted EBITDA $m December 31, 2023 Net Sales 18,916 Costs and Expenses Cost of products sold 13,629 Selling and administrative expenses 1,360 Depreciation, amortization and cost of timber harvested 1,432 Distribution expenses 1,575 Taxes othe
Slide 22: International Paper – Reconciliation of Net Earnings to Adjusted EBITDA (Special Items)
International Paper – Reconciliation of Net Earnings to Adjusted EBITDA $m December 31, 2023 Business Segments Restructuring and other, net 107 Orange mill accelerated depreciation 347 75 Pensacola mill and Riegelwood mill accelerated depreciation Corporate Restructuring and other, net (8) Environme
Slide 23: DS Smith – Reconciliation of Net Income to Adjusted EBITDA
DS Smith – Reconciliation of Net Income to Adjusted EBITDA October 31 / April 30, £m H1'22 H1'23 FY23 LTM Oct 23 Revenue 4,299 3,513 8,221 7,435 Operating Costs 3,881 3,148 7,360 6,627 Amortisation of intangible assets; acquisitions and divestments 62 51 113 102 Adjusting items 7 0 15 8 Finance inco
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