International Paper (IP) Financial History

The business combination may expose us to significant unanticipated liabilities relating to the operation of the combined company.

We are a party to various legal, regulatory and governmental proceedings and other related matters, including with

•it may increase our vulnerability to a downturn in general economic conditions or in our business and may

•it may increase our exposure to the risk of increased interest rates insofar as we are compelled to refinance

•it may increase our exposure to risks related to fluctuations in foreign currency as we earn profits in a

competitive disadvantage compared to our competitors that have less debt;

changes in interest rates (such as in the current elevated interest rate environment), and place us at a

•a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be

•it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures,

The level of our indebtedness could adversely affect our financial condition and impair our ability to

cause an interruption of, or loss of momentum in, the other activities of the Company, and our failure to meet the

We may fail to identify, prioritize or implement digital and/or AI transformation initiatives.

We may not be able to adequately secure and protect our intellectual property rights, which could harm our

Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse

The current cyber threat environment presents increased risk for all companies, including those in our industry.

Corporate transactions of this nature that we may pursue involve a number of special risks, including with respect to

We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-

We may be unable to realize the expected benefits from these and other restructuring initiatives that we may in the

We have restructured portions of our operations from time to time and have current restructuring initiatives taking

We may be unable to realize the expected benefits and cost savings associated with restructuring

We operate in a challenging market for talent and may fail to attract and retain qualified personnel,

•failure of third-party service providers and business partners to satisfactorily fulfill their commitments and

•a widespread outbreak of an illness or any other communicable disease, or any other public health crisis or

•domestic and international laws and regulations applicable to us and any of our respective business

temperatures, or other catastrophes (including adverse weather conditions that may be intensified by

manufacturing facilities or any machines within an otherwise operational facility, could cease operations

which may impose varying standards and requirements on data collection, use and processing activities.

We are subject to a wide variety of laws, regulations and other government requirements that may change

Changes in international conditions or other risks arising from conducting business internationally could

We are affected by developments in general business and economic conditions, which could have an

pressure could have a material adverse effect on our business, financial condition, results of operations and/or

Competition and downward pricing pressure in the global packaging industry could negatively impact our

may continue to adversely affect, our operations.

Changes in the cost and availability of raw materials, energy and transportation have recently affected, and

and packaging industry could also have a negative impact on our business, financial condition, results of operations

Substantially all of our business has experienced, and is expected to continue to experience, cycles relating to

Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality

The Company faces a variety of risks, including risks in the normal course of business and through global, regional,

and local weather conditions as well as by legal, regulatory, and market responses to climate change.

•We are subject to risks associated with climate change and other sustainability matters and global, regional

maintaining certain indebtedness and may result in the acceleration of deferred taxes.

•Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of

affect our cost of financing and have an adverse effect on the market price of our securities.

•We may not be able to adequately secure and protect our intellectual property rights, which could harm our

•Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse

•We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin-offs,

•We may be unable to realize the expected benefits and costs savings associated with restructuring

•We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including

•We are subject to a wide variety of laws, regulations and other government requirements that may change

•Changes in international conditions or other risks arising from conducting business internationally could

•Developments in general business and economic conditions could have an adverse effect on the demand

•Maintenance of two exchange listings may adversely affect liquidity in the market for our shares of common

•Competition and downward pricing pressure in the global packaging industry could negatively impact our

•Changes in the cost and availability of raw materials, energy and transportation have recently affected, and

•Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality

The following is a summary of the material risks and uncertainties that could affect our business, financial condition

We record an asset or a liability associated with our pension plans equal to the surplus of the fair value of plan assets above the benefit obligation or the excess of the benefit obligation over the fair value of pla…

Our U.S.

periods.

We have defined benefit pension plans covering substantially all U.S.

Our pension and health care costs are subject to numerous factors which could cause these costs to change.

RISKS RELATED TO OUR PENSION AND HEALTHCARE COSTS

We are subject to the risk that a bank with currently issued irrevocable letters of credit supporting installment notes in connection with Temple Inland’s 2007 sales of forestlands, may be downgraded below a required…

with adjustments made by the Federal Reserve in 2024 to address economic conditions.

We are subject to interest rate risk associated with short-term cash investments, variable rate debts, supply chain financing and short-term debt.

In addition, we are subject to agreements governing our indebtedness that require us to meet and maintain certain financial ratios and covenants.

As of December 31, 2024, we had approximately $5.6 billion of outstanding indebtedness.

Certain of our debt agreements provide for an interest rate increase in case of a credit rating downgrade.

post collateral for derivatives in a net liability position.

Maintaining an investment-grade credit rating is an important element of our financial strategy.

If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated for U.S.

We received opinions from tax advisors and a private letter ruling from the U.S.

If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S.

this could have an adverse effect on our business, financial condition, results of operations and/or cash flow.

In connection with the spin-off of Sylvamo Corporation (“Sylvamo”), we previously entered into agreements with Sylvamo and its subsidiaries, including among others a tax matters agreement.

For example, we (through both International Paper and our newly acquired DS Smith subsidiaries operating in Italy) are among a number of companies operating in the paper packaging industry subject to a decision by the…

may relate to past, present and future facts, events, circumstances and occurrences.

We may fail to identify or leverage digital and/or AI transformation initiatives in areas from point-of-sale through to manufacture and delivery to customers, or miss the opportunity to meet the demand for smart produ…

We rely on intellectual property laws to protect our rights to certain aspects of our systems, products and processes including product designs, proprietary technologies, research and concepts.

any claim for recovery of such loss prior to the insurer being obliged to reimburse the loss, or the amount of the loss may exceed the coverage for the loss.

We maintain business insurance that we consider to be adequate and appropriate for our business and activities.

Any failure by us to retain existing customers, attract new customers, and increase revenue from both new and existing customers could have a material adverse effect on our business, results of operations, financial c…

A customer’s use of our products may decrease for a variety of reasons, including the customer’s level of satisfaction with our products and services, the expansion of business to offer new products, the effectiveness…

Our future growth will depend on our ability to retain existing customers, attract new customers as well as make existing customers and new customers increase their volume commitments.

retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation.

Further, there can be no assurance that this review of strategic options will not cause the diversion of management’s attention, interfere with our ability to

On October 31, 2024, we announced that we were reviewing strategic options for our Global Cellulose Fibers business.

There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome.

Moreover, effective internal controls are necessary to provide reliable and accurate financial reports, and the integration of businesses may create complexity in our financial systems and internal controls and make t…

with respect to the inability to realize business goals with such transactions as noted above, including our acquisition assumptions, the focus of management’s attention on these transactions and the assimilation of a…

Our strategy for long-term growth, productivity and profitability depends, in part, on our ability to accomplish prudent acquisitions, joint ventures, divestitures, spin-offs, and other corporate transactions and to r…

Company is unable to realize the expected benefits from its restructuring initiatives, the Company’s financial results could be adversely impacted.

We have also been implementing certain commercial initiatives as a part of our 80/20 strategic approach and our box go-to-market strategy.

previously disclosed in October 2023, we committed to certain strategic actions impacting our Containerboard and Global Cellulose Fibers businesses.

If there is a substantial change to the terms of any collective bargaining agreements or an agreement acceptable to us cannot be reached at all when the collective agreements are renewed, we could face increased labor…

Following the completion of our business combination with DS Smith, a significant number of our employees are represented by unions, trade unions and national works councils.

Future developments in relation to our business could adversely affect employee or labor relations.

Our ability to operate and grow our business depends on our ability to attract and retain employees with the skills necessary to operate and maintain our facilities, produce our products and serve our customers.

Any such downtime or facility damage could prevent us from meeting production targets, customer demand and satisfying customer requirements, which may necessitate unplanned expenditures, resulting in lower sales and h…

We operate facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption.