Jay Royalty - International Paper Co. Mark S. Sutton - International Paper Co. Carol Louise Roberts - International Paper Co. Timothy S. Nicholls - International Paper Co. W. Michael Amick - International Paper Co..

Mark Weintraub - The Buckingham Research Group, Inc. Debbie A. Jones - Deutsche Bank Securities, Inc. George Leon Staphos - Bank of America Merrill Lynch Philip Ng - Jefferies LLC Mark William Wilde - BMO Capital Markets (United States) Chris D. Manuel - Wells Fargo Securities LLC Scott L. Gaffner - Barclays Capital, Inc.

Chip Dillon - Vertical Research Partners Brian Maguire - Goldman Sachs & Co. Adam Jesse Josephson - KeyBanc Capital Markets, Inc. Steven Pierre Chercover - D.A. Davidson & Co. Anthony Pettinari - Citigroup Global Markets, Inc. (Broker) Gail S. Glazerman - Roe Equity Research LLC.

Good morning. My name is Sarah, and I will be your conference operator today. At this time, I would like to welcome everyone to the International Paper Third Quarter 2016 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you.

I would now like to turn it over to Mr. Jay Royalty, Vice President of Investor Relations. Please go ahead, sir..

Thank you. Good morning and thanks everyone for joining International Paper's Third Quarter 2016 Earnings Conference Call. Our key speakers this morning are Mark Sutton, Chairman and Chief Executive Officer; and Carol Roberts, Senior Vice President and Chief Financial Officer.

During this call, we will make forward-looking statements that are subject to risks and uncertainties which are outlined on slide two of our presentation. We will also present certain non-U.S. GAAP financial information. A reconciliation of those figures to U.S. GAAP financial measures are available on our website.

Our website also contains copies of the third quarter 2016 earnings press release and today's presentation slides. Lastly, relative to the Ilim JV, slide four provides context around the joint venture's financial information and statistical measures. With that, I'll turn the call over to Mark Sutton..

Thanks, Jay, and good morning, everyone. Thank you for joining us this morning to review our third quarter results and our fourth quarter outlook. I'm going start on slide five. International Paper delivered an overall solid performance in the third quarter beginning with strong free cash flow of $575 million.

Results in our North American Industrial Packaging business were significantly affected by rising input costs which negatively impacted earnings by $36 million quarter-over-quarter, along with a slightly less favorable mix and modest price erosion which squeezed our margins a bit.

We announced, and are in the process of implementing, a domestic containerboard price increase as well as a corresponding U.S. box price increase. We continue to see improved market demand across both our North American box business and our global pulp business.

We experienced strong operational performances across our North American, EMEA and Brazil papers business as well as continuing strong performance in our Ilim joint venture in Russia. Also during the quarter, our board of directors approved a 5% increase to our annual dividend in our October meeting moving into $1.85 per share.

This marks the fifth consecutive year of a dividend increase since we established our dividend policy in 2012 when the dividend was $1.05 per share. This reinforces our confidence in the strength and sustainability of our free cash flow and our commitment to return a meaningful portion of our cash generation to our shareholders.

Relative to the portfolio, we continue to actively work toward being prepared to close the acquisition of Weyerhaeuser's pulp business in the fourth quarter. We received the European Union's approval last week, and we received Brazil's approval just this week. But we still await a few others that we hope to receive shortly.

Also, we've made a decision not to pursue a potential expansion into containerboard in India. And as a consequence, we wrote off a modest investment we had made in land and engineering for a potential site.

Continuing with our financial results on slide six, you can see the various key metrics in the table on the slide, and I'll remind you of just a couple of points.

The year-over-year revenue decline is primarily due to the divestitures of our Sun joint venture and our box business in China as well as the sale of our Coated Bristols business in North America. As you can see on the slide, IP continues to deliver strong margins in varying economic conditions at 17.6% for the third quarter.

With that, I'll turn it over to Carol and return at the end to wrap up and move it to question-and-answers. Thank you.

Carol?.

Thanks, Mark, and good morning, everyone. Taking a look at the bridge from the second to third quarter, you can see that our EPS performance was generally flat. As Mark mentioned, we encountered meaningful input cost inflation in the quarter, primarily on OCC and natural gas.

Additionally, we experienced a less favorable box mix along with modest price erosion, predominantly in our North American Industrial Packaging business.

These items offset the benefit of lower planned maintenance outage expense of $0.10 as well as a lower tax rate in the quarter which was driven by our mix of earnings as well as some one-time discrete items. Moving to the businesses.

Results in the Industrial Packaging segment were negatively impacted by rising input costs and less favorable mix, price erosion and some operational and cost issues, all of which were more than offset -- or more than offset the benefit of lower planned maintenance outage expense.

Relative to price and mix, IP experienced a less favorable box mix in the third quarter. Additionally, box prices were down $5 per ton due to the flow-through from the January index change along with modest price erosion.

And also worth noting, the average price for our containerboard exports was lower on average in the third quarter as prices stabilized around the exit rate from the second quarter. The negative impact of volume in the quarter was attributable to the seasonally lower volume in EMEA associated with our Moroccan box business.

In operations and costs, we had a couple of isolated issues at two mills which have now been resolved. And we also absorbed extra costs in the quarter due to additional overtime that we incurred in our box system to satisfy increased demand.

Turning to slide nine and continuing on the theme of increased demand, our box business saw a favorable demand trend throughout the quarter with volume up 1.2% year-over-year. The increased demand was driven by favorable trends across IP's key segments highlighted on the slide.

We continue to see robust year-over-year growth in online retail and distribution which is a meaningful segment for our business.

IP's customers within the processed food segment have leveled out and are showing some growth as consumer trends continue to shift to healthier product offering and our customers enhance their offering by providing new products to satisfy these needs.

Increased production and consumption of beef and pork are driving growth in the protein segment and favorable weather and crop conditions have fueled strong demand in the produce segment. It is our view, at IP, that the improving box market we are seeing is not an anomaly.

Even though GDP has been below expectations in 2016, the consumer segments within GDP have been some of the strongest. And at the end of the day, it's consumer activity that drives the majority of box demand. Turning to Consumer Packaging on slide 10, the segment delivered another solid performance coming off a robust second quarter.

Price and mix were modestly impacted by a less favorable mix of folding to cup business along with some slight erosion. Operations performed well overall but were impacted by several minor cost items in the quarter, including FX in EMEA and other miscellaneous one-time items in the U.S.

Moving to the Printing Papers segment, results across the global businesses were strong, partially offset by another transitional quarter for the pulp business. Papers had a strong operational quarter, particularly in North America.

Overall results for the segment were negatively impacted by a strike and other downtime we experienced in India which unfavorably impacted results by about $5 million in the quarter. Relative to price and mix for North America, mix was slightly negative and pricing was flat to slightly positive.

We experienced some lower prices in Europe and on our Latin American exports out of Brazil. Overall, pulp business results declined by $15 million quarter-over-quarter, almost half of which was attributable to higher outage costs in the third quarter. And finally, results were favorably impacted by $6 million due to FX benefits, mostly in Brazil.

Turning to Ilim. The JV delivered another strong quarter with operational EBITDA of $168 million which translated to IP equity earnings of $46 million. Relatively stable FX throughout the quarter resulted in a slight favorable gain for the quarter.

Looking ahead, the JV expects seasonally higher volume to be more than offset by seasonally higher wood costs for the fourth quarter. Turning to slide 13 and moving to an update on recent financing and capital allocation actions we've taken.

Early in the third quarter, we completed a debt issuance of$2.3 billion to fund our acquisition of Weyerhaeuser's pulp business as well as the voluntary pension contributions that we spoke about on our last call.

Additionally, as Mark mentioned in the opening, earlier this month, IP's board of directors authorized an increase to company's annual dividend of 5% to $1.85 per share which marked the fifth consecutive annual increase to the dividend.

This is another meaningful move consistent with our policy of keeping the dividend in the range of 40% to 50% of our free cash flow and speaks to our continued confidence in the sustainability of our cash generation as we look forward. Before I move to the outlook, let me recap how we continue to think about capital allocation.

It starts with cash from operations, and we think about how we can best leverage every dollar.

Beginning with capital spending, you've seen us be flexible in terms of how we think about capital, balancing the ongoing need to maintain a world-class fleet with the realities of the marketplace and what we choose to or can afford to spend in any given year.

We also continue to have a healthy pipeline of high return cost reduction projects that we fund at an appropriate level on this basis. From there, we think about the need to utilize and maintain a strong and healthy balance sheet with appropriate leverage and credit rating to give us financial strength and flexibility over time.

This includes the need to continue to proactively manage our pension plan as you've seen given the various moves we've made over the last several years.

We are absolutely committed to returning a substantial portion of our cash to shareowners as evidenced by the significant and consistent moves we've made to increase our dividend to a very meaningful level. Additionally, we've supplemented this cash to shareholders with opportunistic share repurchases.

And we'll continue to thoughtfully utilize this option in the future. While we're doing all of this, we continue to look for select value-creating investment opportunities which fit our advantaged position and advantaged market strategy.

These may come in the form of M&A, like the Weyerhaeuser pulp acquisition, or could be more modest bolt-on types of opportunities like the Madrid mill, Riegelwood and our projects within North American Industrial Packaging.

Bottom line, we continue to feel that a relentless focus on strong cash generation and a balanced approach to capital allocation is the right strategy for IP to create long-term value for our shareholders. So moving to the fourth quarter outlook.

I'll cover the details around the typical seasonal impacts that we see as we move from the third to the fourth quarter. But additionally, we have a couple of one-time non-recurring items that are expected to impact results for the quarter as well. So starting at the top. We expect daily demand to remain strong.

However, volume will be lower due to four less shipping days in our North American corrugated packaging business. This is expected to negatively impact North American packaging business results by about $50 million. We expect seasonally stronger volume in the Brazil papers business, along with seasonal demand improvement in EMEA packaging.

Relative to price and mix, due to the implementation of the North American containerboard and box price increases, we expect favorable impact in the fourth quarter to be about $20 million.

Relative to the North American pulp business, we expect unfavorable impact of about $10 million as we continue to supply additional tons of softwood market pulp into less than favorable market conditions as we work towards qualifying and supplying more fluff pulp out of the new capacity at Riegelwood.

Additionally, we expect to see benefits of recently announced and implemented price increases in Brazil papers in the quarter. Moving to operations and other. We experienced disruptions with Hurricane Matthew in October that unfavorably affected our North American businesses, where we have primary mills and significant business on the East Coast.

In our North American papers and pulp business, this, along with other normal fourth quarter seasonal cost impacts, are expected to unfavorably impact results by $25 million. In our North American Industrial Packaging business, we will also see the impact of Hurricane Matthew on results.

Additionally, we expect to incur a non-cash charge associated with inventory revaluation due to our LIFO accounting convention related to the North American containerboard price increase. These items are expected to unfavorably impact results by $35 million.

So, as you think about the fourth quarter, the all-in impact of the one-time items I just covered above, including Hurricane Matthew and the non-cash inventory charge in North American Industrial Packaging, is roughly $45 million that will not repeat after the fourth quarter. Moving to input costs.

On top of the impact we saw in the third quarter, we expect to see additional energy costs in North America as well as inflationary pressure on inputs in our EMEA business. We expect the unfavorable impact across our North American businesses to be about $12 million and about $6 million in Europe.

Maintenance outage expenses are expected to increase slightly by $7 million. We expect Ilim results to be slightly less favorable due to lower operational EBITDA, along with the non-repeat of the favorable $0.01 FX impact from Q3. And finally, we do expect some modest impacts from the other items as we've noted at the bottom of the slide.

So now let me turn it back over to Mark..

Thanks, Carol. In closing, International Paper continues to deliver solid performance in a global environment that presents plenty of challenges. As Carol mentioned, we remain highly focused on cash generation, and we're on track for another very strong year.

We also remain focused on return on invested capital and are delivering another year of strong returns, solidly above 10%, which is well above our cost of capital.

As I think about where we are, how we expect to finish the year and what next year looks like, we are seeing some near-term margin squeeze across many of our businesses as some price erosion has occurred while input costs have turned up. The good news is we continue to execute well and our margins remain strong overall.

We also have some upside ahead, particularly in the North American Industrial Packaging business with the price increases which are underway.

In addition to that, while market fundamentals for our global pulp business may remain challenged for a while, the Weyerhaeuser pulp acquisition provides real and significant synergy opportunities that we can begin to bring to bottom line as soon as we close the transaction.

And while it's a bit further off due to the conversion, our newly acquired Madrid mill provides nice upside in earnings for our European box business. With our continued focus on cash generation and thoughtful approach to capital allocation, I remain confident in our ability to continue to generate meaningful value for our shareholders.

And with that, we'll open the floor for questions..

Your first question comes from the line of Mark Weintraub with Buckingham Research..

Thank you. Just one real quick clarification.

Did you say the impact from the four fewer days, the volume, et cetera, was that $50 million, you said, or $15 million?.

Yes, Mark, this is Carol. It was 5-0, $50 million..

5-0 then. It sounds like a really big number for a little bit less for -- the impact from fewer days.

Is this standard or is there something else going on here, would you say?.

It is standard. I think the four-day delta is probably what's wider than normal. I think if you look back, four days is a big delta. But if you look at the size of our system and the value of our shipments, that's the correct math, Mark..

Okay. And then maybe if you could provide a little bit more color, you were talking about another transitional quarter in the pulp business. I assume has a lot to do with Riegelwood.

Can you explain to us where you are in that process? And how much in the way of costs you're entailing? And when you get to the other side of it, what type of opportunity exists? And I realize this gets complicated by the Weyerhaeuser acquisition also being in process.

But if you can kind of isolate the -- what you were highlighting as the transitional quarter for the pulp business..

Hi, Mark, this is Mark. The third quarter was the first full quarter that we had operations on the converted machine. And I would say from our capital project planning and our ramp up plan, we're pretty much online. The transitional comment is really, as you know, when we think about fluff pulp, we have to qualify that with each and every customer.

And that's what we're undergoing right now. So, in the interim, in order to run the machine and make the fluff trials, we make regular market softwood. And obviously pricing has been a little bit depressed. Demand is good. It's – global softwood's up 4%. But we're selling in – the market pulp into a lower price environment.

So, as we get our specialty pulp, fluff and other grades qualified, the mix on the asset will move up dramatically over time. And we are right on schedule with that and expect to be successful in our different customer trials..

So when you get to the other side of where you are, what type of financial impact, if market conditions were similar to what they were in the third quarter, what type of financial upside would there be as you look at that business?.

Well, I don't have a quantified number right off the top of my head, but when you think about the delta between fluff and market pulp prices and you look at that kind of margin enhancement, that's where the real benefit would come from.

And as you mentioned, Mark, it will be a little bit of a multi-variable situation when we bring on our Weyerhaeuser acquisition, then a big part of the synergy opportunity is maximizing the efficiency of where we make what product. So that'll start as soon as we close the transaction.

And that'll put the margin improvement from making the better grades on a little bit of a turbocharger because we'll be moving grades around to the right assets..

Great. Thank you..

And your next question comes from the line of Debbie Jones with Deutsche Bank..

I was wondering if you could talk about the pricing impact in Industrial Packaging. If I recall from the last call, I think you said it would be about a $10 million sequential impact. I was hoping you can you talk about the puts and takes there..

Yeah. Hey, Debby, it's Tim. I think what Carol just called out is we're expecting about $20 million of impact sequential based on the price increase..

Okay. I was actually referring to the result in the quarter and the guidance that you gave on the Q2 call..

Yeah, okay. Well, two things. One of it – about half of it was a continuation of the pulp through (22:15) that we saw. And then just normal competitive box contracts and mix had an impact as some of the segments that carry lower margins came through stronger in the third quarter than we were anticipating at the time..

Hello?.

And your next question comes from the line of George Staphos with Bank of America Merrill Lynch..

Thanks. Hi, everyone, good morning. Thanks for all the details. And to Carol, Glenn and Bill Hoel, congratulations to everyone on the next chapters, really have enjoyed working with you all. I guess my first question maybe piggybacking on Debbie teeing up the box price question.

Obviously, for your own business, when we look at your business or when you look at it, and you see on the one hand there was sufficient weakness in demand or however you would categorize it to lead to box price erosion.

Can you comment, perhaps provide some anecdotes or some quantification in terms of how things strengthen for you such that you're now in the process of implementing your own containerboard and box price increase? And the related question I had on that, and I'll have one follow-on is, when we look at the scanner data, obviously it doesn't exactly map to your corrugated business, but the trends from Consumer Packaging land have not been particularly stellar.

How do you begin to reconcile that, guys, from your vantage point, and you have the biggest one in the market, with what's been better containerboard and corrugated demand really over the last couple of months? And I have one follow-on after that. Thank you..

Sure. Let's take the last question first, George. I think box demand – and it can always change. It's only as good as our forecast. But box demand is playing out more or less the way we have seen it for a while now in the course of 2016. So we always saw it strengthening.

Our model was predicting based on economic performance and inputs that we were going to strengthen through the second half of the year. And so we're seeing that. It's a little bit better, quite frankly, than we might have thought. But our experience has been pretty good as evidenced by the numbers that we posted on demand growth.

Back to your first question, I think there's a few things to keep in mind. First of all, we don't see the dynamics around this price increase being any – materially different than any other price increase we've ever had.

If you look at being down $5 in the quarter, I just explained a part of that is mix, but some of it was the publication down which happened earlier in the year and then also just normal activity. That normal activity has a lag to it, right..

Yeah..

So some of what's showing up in the quarter is stuff that has already happened, and now it's just materializing. So, when we communicated the price increase to our customers, we were looking at the fundamentals that we saw a point in time, and then our view of how they were going to look going forward.

And if anything, I'd say they turned out to be a little bit stronger than what we originally viewed..

Okay. Thanks for that, Tim. And my last one, Carol, I just want to make sure I understood this correctly. I think the one-off items you said for the quarter coming up were $45 million, yet I seem to recall a $25 million and $35 million number. Can you help reconcile a correct – those numbers? Thank you. And good luck in the quarter, guys..

Yes, George. So the delta is – remember, I mentioned other seasonal increases. So the simple way to think about that is the total of $60 million minus the $45 million. That would imply the balance of the $15 million would be other normal seasonal increases from third to fourth..

Got it. Okay. Thanks again, Carol, and congratulations. I'll turn it over..

And your next question comes from the line of Philip Ng with Jefferies..

Congratulations, Carol. It's been a pleasure working with you..

Thank you..

I guess a question from me, and just back on the box side of things, I mean among investors there's obviously a lot of questions and debate whether or not, how successful you're going to be able to push through the box price increase.

But just curious, how much of that pricing there is contractually tied to PPW? And can you give us a sense of how much of your business is up for bid in a given year as the contracts roll off?.

Phil, hi, it's Tim. It varies how much is up for bid. Year-to-year, we've seen some pretty dramatic swings. It's just based on length of contract, length of agreements that we have with customers, and then opportunities that we see along the way for either adding to position and renegotiating early or not.

So pretty much everything that we have is based on some form of either contract or customer agreement that we have, whether it's completely formal in the way of contract or it's some other type of agreement.

So what we do is we go through, similar to every other price increase we've ever had and for the number of customers we have, it comes down to customer by customer across the whole business..

Okay. That's helpful. And then I think, Tim, you mentioned early just in terms of this implementation, from what you're seeing thus far, it seems like pretty consistent with what you've seen in the past few.

Is that a fair characterization?.

Yeah, I've seen no dynamics or circumstances that would say it's any different than what we've seen in other price increases..

Okay. Very helpful. And I guess shifting gears to your consumer business which actually performed pretty well. Pricing is holding up pretty good. Can you provide any color on how backlogs are shaping up on SBS? Any noticeable shifts in the market, either from imports or exports on the bleached board side of things? Thanks. And good luck on the quarter..

Hey, Phil, it's Mike Amick. I would characterize the market as kind of okay. As you know, we're kind of heading into seasonally slower fourth quarter. But our volume quarter-over-quarter in Consumer Packaging was about flat.

The good news is, is that we're also seeing a little bit of an uptick in food service, both in terms of shipments we saw in the fourth quarter as well as bookings. So we're a little bit optimistic or biased a little bit in terms of what we're seeing.

The in-store traffic with food service, since kind of single-serve retail has been a little bit of a headwind this year as you can see reported out with some of the retailers. But overall, we've performed pretty well in that segment and continue to do so..

And your next question comes from the line of Dr. Mark Wilde with BMO..

Good morning. And, Carol, I'd just like to extend my best wishes to you as well. It's been a pleasure..

Thank you, Mark..

I wondered if you can just give us any thoughts on sort of CapEx as we move towards 2017? And in particular, I recall a year or two ago, we were talking about some incremental CapEx going into the containerboard mills and I'd like to just get an update on that..

Mark, this is Carol. So let me start that by saying, this year, our CapEx target is $1.3 billion. Our plans for next year at this point are influenced, of course, by the acquisition of the Weyerhaeuser cellulose fiber business. So, including that business, our plans at this point are about $1.5 billion of CapEx.

And included in that $1.3 billion and that $1.5 billion is the continuation of the implementation of the projects that we spoke about in our North American Industrial Packaging business that Tim and his team are executing against..

Okay. Then I just had two quick follow-ons.

One, Tim, can you just clarify where you guys stand on containerboard export pricing and whether you've announced anything there, and just what the volume is for you relative to your overall containerboard business? And then, Mike, I noticed that the food service revenues were flat, and I just – I know you'd picked up a lot of cup contracts over the last few years, and I just wondered, is all that played out at this point?.

Yeah. Hey, Mark, it's Tim. On export, it's – price is fairly stable as Carol mentioned, on the front end. Demand has been pretty good. This year kraft linerboard exports in total for U.S. producers is up about 2.5%. We look at the demand across the regions, and we say – we kind of expect somewhere between 2% and 3.5% growth.

So it seems like it's right in the expectations, maybe on the low side of expectations for growth. For us, it's somewhere between 12% and 15%, it varies. But we look at it as, for our business, what we're doing is responding to what customers are demanding based on their needs.

And there's been some changes in trade flows over the course of the past year given the FX volatility. But we see the markets as pretty stable and continuing to grow at what would be an expected rate..

Okay.

No price hikes there, right?.

It feels like things have firmed quite a bit. Our supply chain is very tight at the moment. So we're struggling to even keep pace with the demand that we're getting from customers. So, at the moment, things are extending out a little bit in terms of lead times on export orders..

Hey, Mark. On your food service question – try to simplify this. It's a little more complicated. But in terms of cups, and I'll speak in terms of the bodies themselves, our overall growth is still pretty positive. So those contracts haven't played out.

Our flat revenue is a combination of a little bit of mix that's in there as well as some – a little bit of price decline over the quarter. But that's been relatively small. And the lid side of the business is a little bit down versus the body side. But overall, we're still growing the business..

Okay. That's helpful. I'll turn it over..

And your next question comes from the line of Chris Manuel with Wells Fargo..

Good morning, everyone. I wanted to ask one – I mean perhaps this is a silly question, but it's just something I don't understand. I think you referenced $35 million of a non-cash charge related to inventory revaluation as box prices or as the board price flowed through.

Can you help explain to me what that is, how that works? I guess intuitively I would have been thinking, kind of would have been the other way around if prices are moving higher..

Yes, Chris, this is Carol. And I'm going to attempt to do this without belaboring this call with an accounting lesson. But it is somewhat of a complicated issue. In simple terms, we run our businesses in a FIFO model, first in, first out. But we keep our corporate books on a LIFO model, last in, first out.

And so we keep that, you call it your LIFO reserve, your LIFO balance, which is your contra inventory account, on the corporate books. And basically, you do LIFO because costs go up through time and that's the best way, the best effect to get the best outcome for the company.

When you have a dramatic shift, and for us it's around the inventory between our mills and our box plants, we charge our box plants market price. So we're going to move that board into our box business at the higher price. But you do last in, first out relative to your accounting. So you have to balance that LIFO account.

The other thing that comes into play is you've got to get that LIFO account balanced by year end. So the timing of this increase coming right at the end of the year causes us to have to balance that account in the quarter. What's most important is non-cash. And in LIFO, when you make adjustments to those LIFO balances, it's non-cash.

But due to the way we run our business and our accounting convention, that charge hits us in this fourth quarter. So that's my best explanation. And we can always follow up with more if you feel like you want some more information..

No, I think that's helpful. So it's not just what would have been referenced here.

It's a cumulative catch-up for the full year as well?.

You've got to get that – what you do is you get that – LIFO has to balance by year end. So, if this had happened earlier in the year, we would have done it through the period of time. Why? It's just kind of unique that it's of a significant size. And of course, the scale of our business makes it significant in size and scale..

That's helpful. Follow-up question I had was for Tim. So you kind of referenced that box demand has been playing out, I think it was in response to George's question earlier, that box demand has been playing out kind of as you'd anticipated and is pretty solid here through the back half of the year.

As you look forward – and again, fully appreciating this is a very fluid and dynamic market and model, probably.

How are you feeling regarding the next, let's call it, 12 months to 18 months? I mean do you still feel that box demand can continue at a point, point-and-a-half sort of pace? What do you think the puts and takes are there?.

Yeah, 18 months is a little bit beyond my radar screen there. So I'd put it this way. In the moment, looking forward over the next couple of quarters, we feel pretty good. Our model is only as good as what people are saying the next couple of quarters are going to be on any number of economic activity levels.

And so it's been kind of in the zone where there hasn't been a whole lot of change to that that would affect the components of the model. So I feel good about the fourth quarter. Seen nothing that should make us feel any way but positive as we go into the first quarter of next year..

Okay. That's helpful. Thank you, guys. Good luck..

And your next question comes from the line of Scott Gaffner with Barclays..

Thanks. Good morning..

Good morning, Scott..

I just wanted to talk about North American Industrial Packaging for a minute. Obviously, the volumes are coming in relatively strong. And you mentioned some of the input cost inflation, but I guess if I look at the year-over-year EBITDA bridge, the input costs are relatively flat year-over-year.

So just trying to reconcile, I mean when we look at the increase, is this – and you mentioned a lot of tightness in your export markets.

Is this more of a supply demand driven price increase relative to a input cost increase?.

I think all of those factors weigh on price movements. I would just say this in terms of the year-over-year on input costs, some of this is timing and input started moving up during the third quarter. And the other piece of this, inputs, no question have been a tailwind for the past 12 months or 18 months, but that's recently changed.

And I think what may not be as obvious to people looking at our results is the tailwind from input costs did a great job helping us cover normal inflation that we encounter year-in and year-out. And all of a sudden, the tailwind has turned to a headwind.

And so the inflation is there and now the input cost rises are there and you get kind of a double impact..

Okay. And just sticking there for a minute, I think, Carol, maybe you mentioned normal competitive box pressure at least in the third quarter.

When I go back and look at the last two price increases in 2012 and 2013, I think there was a period of time there where it felt like the competitive dynamic in the box business had slowed down a little bit and you were actually able to hold pricing on the box side.

Did something change over the last 12 months where maybe the box business became a little bit more competitive just versus the post price increase environment?.

No, I don't think so. I think what you've got to keep in mind is that in January – I mean this is always a competitive business, but in January, there was a published down that impacted price and it's been working its way through our financials based on all of the different customer contracts and agreements that we have.

And so, if there's a change this year over prior periods, that happened to us early in the year and we've been dealing with it..

Okay. Last one from me. In the prepared slides, slide nine, you mentioned retail and traditional distribution growth. I think you said it was a meaningful segment for you now. Were you referring to e-commerce, and if so, how big is e-commerce now for the total company? Thanks..

Well, on a relative basis, it's still – it's big. But on a relative basis, it's still small but growing at a rapid rate. And it's not just online retail, it's also traditional distribution. We have exposure across the spectrum and it's been performing very well for us. So that's one positive.

The other positive is the protein segment for us, which has been under some pressure over the past couple of years, seems like it is coming back in a more stable way and processed food for us has also been good. So I think it's a mix of different segments..

Thanks. Appreciate the color..

And your next question comes from the line of Chip Dillon with Vertical Research Partners..

Yes, and good morning. And, Carol, great working with you, all the best..

Thanks, Chip..

First question has to do with something that's kind of perplexed us a little bit.

And that is if you -- we have done a deep dive into the sort of unaccounted for tonnage which averages somewhere 150,000 tons to 200,000 tons a month when you – we get the monthly data, and it seems to suggest that there's been a rather sharp, roughly 200,000 ton drop in what we would consider in transit inventories in the last two months.

And I guess if that's true that that would show up in your system with, I guess, lengthening delivery times if that's in fact true. Are you seeing anything in your business that would suggest that there is less out in the field? I'm talking about trucks and railcars.

And that's affecting your business at all?.

Yeah, I think what we've experienced during the course of the year, and it started late last year, was the supply chain working very efficiently and effectively. And so things are flowing through fairly well. And another piece of it that can impact it is just how months end in terms of whether they end on a weekend or not.

And technically things have to be unloaded and hit the floor to not be in transit any more. So there's some anomalies month-to-month and just in terms of how the month ends. But our supply chain right now is incredibly tight.

So, as I mentioned earlier on exports, we're pushing things out and we're just – we're trying to catch up to what we think would be more sustainable levels of inventory across our system..

Okay. And just getting back on the numbers to make sure I understood them. It seems like the impact of Matthew on the non-containerboard mills, I guess that would be Consumer and Paper or Printing Papers, would be $25 million. And then the $35 million refer to just the Matthew and the inventory adjustment in Industrial.

Is that correct?.

So, Chip, the $25 million that we referenced was for paper and pulp. And some sub-segment of that was Matthew. So there's some other costs there. And then the $35 million that we referred to – I mean the $45 million that we referred to out of the total $60 million was between the two businesses.

So there's some subset of that $25 million is Matthew in paper and pulp..

Okay..

And it's not an insignificant number, yeah..

Okay. Because it looks like when I added up all those numbers you gave us that is – it's coming up to something like $125 million. And then about $45 million of that is, as you said, one-time, and maybe $80 million of that is – wouldn't be considered one-time, but would be largely seasonal and other things..

I think that's – you're definitely – that's the right direction for sure..

Okay. And then last one real quickly is, I noticed in the data the last two months that while the AF&PA gives us their survey every year, roughly in May, they certainly imply a certain capacity when you divide what they say production is into the operating rate. It looks like that capacity is actually down the last couple of months.

And I didn't know if there was anything you're seeing out there that might explain why we just literally don't see any projects financed across the industry to add discrete capacity additions, especially given the fact that demand is growing especially in tons..

Chip, this is Mark. I think the capacity evolution in containerboard, you go back a couple of years with some of the additions that have come on, there's been a mixed track record in the success of bringing that board into an actual box. So I think that weighs on people's investment decisions. I think the market is pretty well balanced.

And I think that that's really the reality. You've got more than just containerboard. You've got to figure out a way to get it through the supply chain into a package that's designed for a customer, so downstream converting into value chain. All of those things are important.

And so I think right now, we said this two years ago and 18 months ago, that we thought this capacity would play out, be absorbed, some would work, some wouldn't. And I think that's where we are..

Okay. That's helpful. Thank you..

And your next question comes from the line of Brian Maguire with Goldman Sachs..

Good morning, everyone..

Good morning, Brian..

Hey, Brian..

I just wanted to ask about the containerboard economic downtime. It ticked up a little bit from the second quarter. And I presume some of that is just to help support the price increase you have out there in the market. But now that you've gotten the $40 through, just wondering -- presumably margins are going to be better going forward.

Just wondering if we can see that tick back down to some of the levels that we saw before 2016, 2015?.

Yeah, I think the premise of the question is not on target. We run our system based on how we need to optimize our margins and service our facilities. And so tons are not tons. The mills produce a range of products. We need more of some and less of others.

And we balance it out and make sure that we're doing the right thing from a cash standpoint and the right thing from a margin standpoint..

Okay. Got it. And then just wanted to better understand the timing of the earnings benefit you'd expect from the higher containerboard pricing. I think you referenced a $20 million benefit into 4Q which is obviously less than the annualized impact of it.

But do you think it will be kind of fully in your numbers by the end of the first quarter, and so you'd kind of see it in the 2Q numbers? Or how do you kind of expect it to the flow through the numbers?.

I expect it to flow through pretty much on the same pace and track that prior increases have flowed through. So we've got tens of thousands of customers. We've got contracts and agreements with all of them and it will follow the cadence of those agreements. And it's really no different than what it's been in prior times. It's usually pretty fast.

It's usually over a couple of quarters, but....

Okay. That helps. And just one last one if I could. I think, just looking at the maintenance outage schedule, looks like it came down a little bit for Industrial and Printing Papers.

Just wondering if there's some stuff is just kind of slipping to 2017, or are you just seeing better productivity or maybe lower costs or just what's kind of driving that?.

Yeah, Brian, this is Carol. One of the things that we do is we put a plan together at the beginning of the year of what we feel like where – want to execute against and then we work like crazy throughout the year to find better ways to do things and opportunities.

And so evidenced by the way Mark talked about the business and the conditions, we've worked hard to find better ways. And yes, some things we've pushed out to – but we feel very comfortable with those decisions. And we feel like we've got a great plan and a good plan for the fourth quarter..

Okay, appreciate it, and good luck, Carol. It was great working with you..

Thank you..

And your next question comes from the line of Adam Josephson with KeyBanc..

Thanks. Good morning, everyone. And, Carol, best of luck to you, and thank you. One on -- just follow-up on box demand. I know George asked earlier about the apparent disconnect between CPG demand and box demand. But there's also been a disconnect between industrial demand and box demand.

Industrial and CPG are two pretty big pieces of the box market that seem to be flat to going in the wrong direction.

So what are we missing in terms of why box demand is doing apparently much better than the broader economy?.

Yeah, well, I don't know that I can answer that fully. But I would say this, we think that non-durable production is, in part, a good proxy for box demand. But it's not always in the moment lined up exactly the same way. There's been periods where box demand has outperformed non-durables and vice versa.

And there's other components of economic activity that actually influence box demand. Some of our demand trends have been things I mentioned earlier, where protein is starting to come back off some depressed levels over the past couple of years. Distribution and online retail continues to grow for us quite well.

And processed food has actually been pretty good for us. You have to remember, a year or two ago, shrinking at 3%; doesn't feel like it's doing that any more. So it's not stellar growth, but it's not performing as bad as it has in prior periods.

So I think that based on the way we look at how box demand gets driven, it's performing the way we would expect it to in the moment..

Adam, this is Mark..

Thanks – go ahead, Mark..

Yeah, just kind of, one of the views we have in addition to the segment discussion Tim had, if you think back to the GDP number for the quarter and you look at the total, it was very modest. But if you look at the components, the consumer section of GDP was up almost 3%. Those are the kinds of activities by the consumer that drive box demand.

Even if they're trading out of a consumer good into a fresh good or other segment, with a consumer component of GDP at 2.8%, it's pretty squared with our mind around why box demand's at 1.5%. There was a lot of negatives on the non-consumer side which netted out a 1.4% GDP. So, for us, it looks like it squares up pretty well..

Thanks for that clarification, Mark. And Tim or Mark, just one more – I think, Tim, you talked about your supply chain being quite tight. I think in response to George's question about box price erosion, you were talking about how some of it is a lag from the January cup, but some of it is related to competitive activity.

So, if your supply chain is really tight, why would there be sufficient competitive activity on the box side such that you're seeing erosion in your box prices to a fairly meaningful degree?.

Yeah, and mix was a piece of it too, Adam. And I think just timing. Some of these things get settled as a negotiating point at a point in time that take through to work their way towards implementation. So I mean, to me, we're not seeing anything unusual or abnormal from every other time we've had inflections in pricing.

So it feels completely normal to me..

Thanks very much, Tim. Appreciate it..

And your next question comes from the line of Steve Chercover with Davidson..

Thanks. Good morning, everyone. Just a couple quickies. First of all, I just wanted to make sure I understood the charges in India.

If I understood correctly, you were actually doing some infrastructure development as opposed to just due diligence for a packaging venture?.

No. What that was is we were looking at potential containerboard investments in India. In order to do that, we had to make some investments to secure some potential land for sites. And then we just did some engineering work to model different types of business models, whether it be a recycled machine or whether it included box business or not.

So those engineering charges, we didn't build anything. We just did some engineering. And then we had a small security deposit on some land..

Okay, thanks. And then just a wrinkle, please, on the LIFO/FIFO question. And Carol confirmed what we know, which is you're doing transfer pricing at market value.

So I guess I just want to know, is it fair to say that the delta in November will remain a $50 a ton or does the PPW print cut that to $40?.

Steve, I appreciate the question. But I would respectfully decline to answer the exact transfer pricing in our company. But what I would say, and I'm looking at my colleague Tim, and Bill across the table, we announced a $50 increase for October with our customers and that's the increase that we're out pushing and implementing at this point in time..

Very good. Thank you..

And your next question comes from the line of Anthony Pettinari with Citi..

Good morning, and best wishes to Carol and Glenn and everyone on their transitions. Just a question on Printing Papers. In the quarter, I think you referenced lower prices in Europe and some of your Brazilian exports.

I'm just wondering, has that continued in 4Q? And with paper prices maybe improving domestically in Brazil, are there opportunities to repatriate some of those export tons into Brazil if demand is a little better there?.

Anthony, this is Mark. On Brazil, the majority of what showed up in pricing for export was actually mix of product and geographic mix. So, in terms of the price in a same store, if you will, or same market, it's pretty stable..

Okay, okay. And then just kind of tacking on a general question on Brazil.

The 4Q view, I mean, you get a little bit of help from seasonality, but are you seeing any kind of improvement or inflections in Brazilian demand, either paper or containerboard, just from maybe a bit more stronger demand there or a kind of recovering economy at all?.

We are. We are seeing some improved demand in our box business. And for our box business had one of the best quarters since we've owned it in Brazil. And so, as the government moves to a more stable situation, I think there's many experts saying it could turn positive in the economy next year, which will be helpful.

And on the paper side, demand in Brazil is pretty steady. It's not as high as it was pre-recession and pre-crisis, but pretty steady. And as a follow-up on the question you asked about export, because the Brazil demand is steady, we have announced a price increase for the export business that's effective in the fourth quarter.

So that whole system of Brazilian production for Brazil, and then the Brazilian production for the rest of Latin America and the Middle East and Africa and Europe is all – seems to be getting a bit stronger. So we are out with a price increase for the fourth quarter in the export business..

Okay. That's very helpful. I'll turn it over..

And your final question comes from the line of Gail Glazerman with Roe Equity Research..

Hi, good morning. Just a couple of quick questions. The pension, I assume what you're showing in the balance sheet is the change quarters, just the contribution.

And if that's the case, I was wondering if you could give at least a little bit of insight to how you might – the kind of recent moves in the market since you revalued midyear as well as interest rates might reflect the pension when you reported on your 10-K?.

Yes, Gail, this is Carol. So just one changed to what we said. We actually had to revalue the pension at the end of the third quarter. Once we triggered the accounting treatment in the second quarter that puts you kind of in a new territory. And if you have any change in the pension, you're required to remeasure.

So we actually remeasured in the third quarter. And in the third quarter remeasurement, the interest rates, discount rates, they dropped another 20 basis points. So what you're seeing for that – the gap, you're seeing the positive impact of the contribution and the performance, negative impact from the discount rate.

And that'll all be very clear to you when we come out with our Q..

Okay. And just a couple of other quick ones. Are you expecting a dividend from Ilim this year? Usually, I would have thought you'd have announced it by now..

We actually did. We got that dividend, was in the second quarter..

Okay..

We announced it in the second quarter. And I think it's – because we do that annual chart, it's not showing up. But it was there. I think it was – what was it? $55 million. But we've already gotten that cash in..

Okay.

And then just on the storm impact, the numbers that you're giving, I mean is everything in the past at this point? Or are there kind of any potential lingering issues in terms of logistics, customer start-ups or fiber costs down the road?.

What – the numbers that I gave you is our attempt to capture it all in the quarter. There's some flow-through that's continuing with us which is some fiber costs. And there's some transportation disruption. But most of it is in the rearview mirror.

But there's a little residual that'll hang over because clearly that area was just hit so hard and some devastating damage..

Okay. Thank you..

And I would now like to turn it back over to Jay Royalty for any closing remarks..

Thanks everyone for taking the time to join us this morning. As always, Michele and I will be available after the call. And our phone numbers are on page 17 of the presentation. Have a great day..

And this does conclude today's conference call. We thank you for your participation. And ask that you please disconnect your line..