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Informational only - not investment advice.

INTERNATIONAL PAPER CO /NEW/ (IP)

CIK: 0000051434. SIC: 2621 Paper Mills. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Manufacturing > SIC Major Group 26 > SIC 2621 Paper Mills

SEC company page: https://www.sec.gov/edgar/browse/?CIK=51434. Latest filing source: 0000051434-26-000055.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue23,634,000,000USD20252026-02-27
Net income-3,516,000,000USD20252026-02-27
Assets37,964,000,000USD20252026-02-27

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000051434.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric20122013201420152016201720182019202020212022202320242025
Revenue23,306,000,00018,317,000,00017,565,000,00019,363,000,00021,161,000,00016,033,000,00015,835,000,00023,634,000,000
Net income904,000,0002,144,000,0002,012,000,0001,225,000,000482,000,0001,752,000,0001,504,000,000288,000,000557,000,000-3,516,000,000
Diluted EPS2.185.134.853.071.224.474.100.821.57-6.95
Assets33,093,000,00033,903,000,00033,576,000,00033,471,000,00031,718,000,00025,243,000,00023,940,000,00023,261,000,00022,800,000,00037,964,000,000
Stockholders' equity4,341,000,0006,522,000,0007,362,000,0007,713,000,0007,854,000,0009,082,000,0008,497,000,0008,355,000,0008,173,000,00014,827,000,000
Cash and cash equivalents1,302,000,0001,802,000,0001,881,000,0001,050,000,0001,033,000,0001,018,000,000589,000,000511,000,0001,062,000,0001,145,000,000
Net margin8.63%6.69%2.74%9.05%7.11%1.80%3.52%-14.88%

Financial Charts

Macro Cross-References

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CURRENT BUSINESS OVERVIEW

In the United States, as of the date of this filing, the Company operated 15 packaging mills, 159 converting and

packaging plants and 15 recycling plants. Additionally, production facilities in Europe, North Africa and Latin America

included 14 containerboard mills, 159 converting and packaging plants and 20 recycling plants. Substantially all our

businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and

general economic conditions.

VALUES

We are guided by our Company values: 

•Safety – Above all else, we care about people. We look out for each other to ensure everyone is physically

and emotionally safe.

•Ethics – We act honestly and operate with integrity and respect. We promote a culture of transparency and

accountability. 

•Excellence – We set high expectations and deliver outstanding results for each other, our customers and

our shareholders.

SEGMENTS

We operate under two divisions, which form the basis for the two segments we report, Packaging Solutions North

America and Packaging Solutions EMEA. A description of these business segments can be found in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

AVAILABLE INFORMATION

Throughout this Annual Report on Form 10-K, we “incorporate by reference” certain information in parts of other

documents filed with the U.S. Securities and Exchange Commission ("SEC"). The SEC permits us to disclose

important information by referring you to those documents. Our annual reports on Form 10-K, quarterly reports on

Form 10-Q, current reports on Form 8-K and proxy statements, along with all other reports and any amendments

thereto filed with or furnished to the SEC, are publicly available free of charge on the Investors section of our

website at www.internationalpaper.com as soon as reasonably practicable after we electronically file such material

with, or furnish it to, the SEC. We encourage you to refer to such information.

You can learn more about us by visiting our website at www.internationalpaper.com, which includes information

about the Company, our SEC filings, financial and other information for investors. Information on our website could

be deemed to be material information. We encourage investors, the media, and other interested parties to visit this

website regularly for updates. The information contained on or connected to our website is not incorporated by

reference into this Annual Report on Form 10-K and should not be considered part of this or any other report that we

file with or furnish to the SEC. Our internet address is included as an inactive textual reference only.

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HUMAN CAPITAL

EMPLOYEES

As of December 31, 2025, we have approximately 62,602 employees, nearly 30,421 of whom are in the United

States. Of our U.S. employees, 20,705 are hourly, with unions representing approximately 11,498 employees. Of

this number, 8,622 are represented by the United Steelworkers union ("USW").

International Paper, the USW, and several other unions have entered into five master agreements covering various

U.S. mills and converting facilities. Four of the master agreements are with the USW and include members from the

International Association of Machinists and Aerospace Workers, International Brotherhood of Electrical Workers,

United Food and Commercial Workers International Union and Workers Unite at certain U.S. mills and converting

facilities. The Company also has a master agreement with District Counsel 2, which is affiliated with the Printing

Packaging & Production Workers Union of North America that covers additional converting facilities. Individual

facilities continue to have local agreements for subjects not covered by the master agreements. If local facility

agreements are not successfully negotiated at the time of expiration, under the terms of the master agreements, the

local agreements will automatically renew with the same terms in effect.

In addition to our U.S. labor agreements, we operate manufacturing facilities across EMEA, where labor relations

are governed by local laws, works councils, national unions, and country specific collective bargaining frameworks.

Labor practices, employment protections, and negotiation processes in these regions can differ significantly from

those in the U.S. and may impose additional requirements related to consultation, employee representation, and

changes in operations. The Company works collaboratively with these local bodies and employee representatives,

but labor related regulations, negotiations, or disruptions in any of these jurisdictions could impact operations, costs,

or workforce flexibility.

SAFETY AND WELLBEING

At International Paper, we value safety above all else. The safety and well-being of our employees, visitors and

business partners is fundamental to how we operate. In 2025, we reinforced our commitment to safety performance

and further implemented our Safety Excellence strategy, which is designed to strengthen our safety culture across

all operations.

Our Board of Directors has oversight of our safety strategy, and in 2025 began receiving updates on our Safety

Excellence efforts at every Board meeting, elevating safety as a standing governance priority and reinforcing

accountability at the highest levels of the Company. In addition, in 2026 the Board participated in an intensive, in-

person safety training led by our third-party safety consultant alongside senior management, further strengthening

alignment on our Safety Excellence objectives and modeling the leadership behaviors we expect throughout the

organization.

Through our Safety Excellence efforts, we are building a culture guided by five key attributes:

1.          We speak up and take action – every time, without fear.

2.          We show up where the work happens and listen with intent.

3.          We lead with humility and curiosity.

4.          We proactively eliminate risk and invest in what matters.

5.          We create a culture of care, trust, and accountability.

To ensure lasting impact, in 2025 we continued engagement of a leading safety consultant and initiated

comprehensive, top-down training and cascading through every level of leadership. Members of our executive

teams actively participated in safety leadership training, personal coaching and in-field demonstrations, reinforcing

accountability and modeling the behaviors we expect across the organization. These efforts are part of a broader

plan to embed safety into every aspect of our operations, with additional initiatives scheduled for 2026 and 2027 to

further advance our culture of safety excellence and engage every team member across IP.

We believe that safety performance and operational performance are inextricably linked. Plants and mills that

operate safely are less likely to experience unplanned process interruptions and downtime. The culture we are

building to improve safety performance also improves asset reliability, enhances production stability and supports

more consistent cost performance. Accordingly, the key drivers of strong safety performance contribute directly to

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operational excellence and, in turn, to our financial results. Our focus on Safety Excellence is therefore both a

cultural imperative and a key operational priority.

Our goal is to achieve zero serious injuries and fatalities at all sites and see that everyone goes home safely at the

end of each workday. This commitment means empowering every team member to stop unsafe work without

hesitation. To advance this goal, the following endeavors were undertaken in 2025:

•Trained 163 top leaders in 84 sessions that included classroom modules and coaching;

•Began training 3,400 site level leaders through classroom modules and in-field coaching;

•Established a Safety Governance Team in North America made up of executive leaders responsible for all

North American operations;

•Elevated safety updates as a standing agenda item at every meeting of the Board of Directors;

•Executed targeted investments to sustainably reduce exposure to harm in our facilities; and

•Celebrated team members who modeled our safety culture through personal recognition by our CEO and

sharing stories across the enterprise, reinforcing a culture where safety leadership is valued and visible.

We also believe workplace safety encompasses holistic well-being. We are committed to supporting the mental,

emotional, physical, professional and financial well-being of our employees and their families. Through our

Employee Assistance Program (“EAP”), offered at no cost to employees and family members, we provide resources

such as counseling, well-being coaching, financial guidance, identity theft resolution and support for emotional and

psychological safety. We believe these services help employees manage stress, build resilience, and achieve

personal and professional goals. Our holistic approach to wellness also includes tools and guidance for

incorporating wellness habits into daily life, ensuring our employees have the support they need to thrive.

TALENT MANAGEMENT

The attraction, retention and development of our employees is critical to our success. We strive to create a positive

employee experience that begins at onboarding. Our Human Resources Talent Management Team hosts online

Global New Employee Orientation for employees and each business conducts onsite new hire integration training

unique to its business and/or facility. This experience continues through our continuous learning, development and

performance management programs. We provide continuing education courses that are relevant to our industry and

job functions within the Company, including both instructor-led and online training through our Learning

Management System (“LMS”) MyLearning platform. Across the enterprise in 2025, employees completed nearly

830,000 learning activities through our platform.

In addition, we have created learning paths for specific positions that are designed to encourage an employee’s

advancement and growth within our organization, such as our REACH (Recruit, Engage, Align College Hires)

program and Global Manufacturing Training Initiative programs. Through REACH we recruit and develop early-

career engineers and safety professionals for our U.S. mills, preparing them to become future leaders. We invest in

the growth and development of our employees by providing a multi-dimensional approach to learning that

empowers, intellectually grows and professionally develops our employees. Our Global Manufacturing Training

Initiative provides training services to hourly operations and maintenance employees in our mills in a standardized

and structured manner. On the converting side of our business, nearly 100 front line and future leaders participated

in our multi-day in-person Leadership Application and Professional Development and Manufacturing Management

Associate Programs during 2025.

We develop leaders through a broad range of LMS virtual and in-person resources, courses and workshops for

individual contributors, people leaders and teams. In 2025, 44 senior leaders participated in the first offering of a

multi-part workshop series developed in partnership with The Aspen Institute. The program focused on cultivating

purpose-driven leadership, trust and collaboration, and equipping participants with the mindset and skills to navigate

complexity and drive meaningful impact.

We support employees in pursuing and preparing for future positions at the Company in several ways. We provide

tuition reimbursement and student loan assistance to help employees repay qualified student loans. We also offer

peer mentoring and leadership and career development training to support and develop our employees. These

resources provide employees with the skills and support they need to achieve their career goals, build management

skills and become leaders within our Company.

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The labor market for both hourly and salaried workers continues to be competitive. For additional information

regarding risks related to the current labor market, see  Item 1A. Risk Factors – We operate in a challenging

market for talent and may fail to attract and retain qualified personnel, including key management

personnel.

COMPENSATION AND BENEFITS

We view compensation and benefits as part of how we attract, engage and retain our talented workforce.  We do so

by rewarding performance while ensuring competitive compensation in our local markets around the world. We

continually evaluate our compensation and benefits so that we offer optimal compensation programs and remain a

leading employer of choice in the areas in which we operate.

TEAM-ORIENTED CULTURE

At International Paper, we strive to create a high-trust, high-performance culture. We focus on promoting a culture

that leverages the talents of all employees, and implementing practices that attract, recruit and retain a broad array

of talent, guided by our ongoing dedication to equal employment opportunity for all. We believe our efforts will lead

to improved business results, as teams with a broad range of perspectives drive innovation, enhance decision-

making, and better reflect the markets we serve.

We support enterprise-wide employee-led resource groups (“ERGs”) that are open to all employees and provide a

forum to communicate and exchange ideas and build a network of relationships across the Company. Our ERGs

are designed to help educate and motivate our global workforce, strengthening our business practices.

The make-up of our Board of Directors reflects our efforts to seek the most qualified board candidates with a broad

range of experiences and perspectives.

Our Executive Leadership Team ("ELT") is currently comprised of our chief executive officer, two executive vice

presidents and three senior vice presidents who oversee crucial functions and business units within the Company.

By virtue of our secondary listing on the London Stock Exchange, International Paper is now subject to certain

board composition disclosure requirements under the UK Listing Rules (the “UKLR”) established by the UK

Financial Conduct Authority (the "FCA"). The information below is required under UKLR 14.3.30R. The required

disclosure below is set out as of December 31, 2025 and the data provided in relation to the Board and executive

officers has been collected through the annual Directors and Officers’ questionnaire.

UKLR Reporting Standards (the

"Standards")

Result

Further notes

At least 40% of the Board are women.

Not met

30% of the Board were women.

At least one member of the Board is from an

ethnic minority.

Met

There were two ethnic minority men on the Board.

At least one of the senior Board positions

(Chair, CEO, Senior Independent Director

(SID) or CFO) is a woman.

Not met

The senior Board positions of Chairman, CEO, CFO and

Lead Director are currently held by men. Until the

individuals in those positions retire or otherwise leave, the

Company will not meet the Standards.

In accordance with UKLR 14.3.31R, numerical data on the ethnic background and sex of the individuals on the

Company’s Board and in its executive management as of December 31, 2025 is set out below:

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Number of

Board Members

Percentage of

the Board 1

Number of

senior

positions on

the Board

(CEO, CFO, SID

and Chair) 2

Number in

executive

management 3

Percentage of

executive

management

Men

7

70%

2 4

5 5

100%

Women

3

30% 6

—

0 7

—%

Not specified/prefer not to say

—

—%

—

—

—%

White British or other White

(including minority white groups)

8

80%

2

5

100%

Mixed multiple ethnic groups

—

—%

—

—

—%

Asian/Asian British

—

—%

—

—

—%

Black/African Caribbean/Black

British

2

20%

—

—

—%

Other ethnic group including Arab

—

—%

—

—

—%

Not specified/prefer not to say

—

—%

—

—

—%

1 Information presented in this column reflects only our non-employee directors and does not include our CEO.

2 The Company is reporting on the positions of CEO, CFO, Chairman of the Board and Lead Director.

3 Executive management is defined, in accordance with the UKLR, as International Paper’s Executive Leadership Team, which includes our

Corporate Secretary.

4 Andrew K. Silvernail holds the position of CEO and Chair. Christopher M. Connor holds the position of Lead Director, which is the equivalent of

the SID. The position of CFO is not held by a member of the Board.

5 "Executive management" as used in this table includes our CEO.

6 As part of its succession planning, the Board actively considers highly qualified women candidates whose skills, experience and perspectives

align with the Company's long-term strategy while advancing progress toward the objectives outlined in UKLR 14.3.31R.

7 Melissa S. Flores joined the Company as senior vice president, chief human resources officer on January 5, 2026. Following Ms. Flores's

appointment, the number of women serving as members of executive management is 1 or 17%.

COMMUNITY ENGAGEMENT

Our community engagement efforts extend across the globe and support social and educational needs through

charitable giving, volunteerism and product donations. We also partner with agencies to help communities prepare

for and recover from natural disasters. In 2025, we invested approximately $16 million to address critical needs in

the communities around the world where we work and live.

INTELLECTUAL PROPERTY, PATENTS, AND TRADEMARKS

We rely on a combination of patent, copyright, trademark, design, trade secret, and internet domain laws to

establish and protect our intellectual property rights in the United States and in foreign jurisdictions. The Company’s

practice is to file applications and obtain patents for products and services we believe improve our value proposition

to customers. We maintain a portfolio of trademarks and service marks registered with the U.S. Patent and

Trademark Office and in certain foreign jurisdictions, unregistered trademarks, licenses, and internet domain names

that we consider important to the marketing of our products and business. These trademarks and service marks

include those entity and product names that appear in this Annual Report on Form 10-K and our logo, as well as

names of other products and marketing-related taglines. Our registered intellectual property has various expiration

dates. The Company also relies on trade secret and other confidential information protection for manufacturing

processes, product specifications, formulae, analyses, market information, forecasts, and other competitively

sensitive information.

COMPETITION AND COSTS

The packaging sector is large and fragmented, and the areas into which we sell our principal products are very

competitive. Our products compete with similar products produced by other forest products companies. We also

compete, in some instances, with companies in other industries and against substitutes for wood-fiber products.

Many factors influence the Company’s competitive position, including price, cost, product quality and services. You

can find more information about the impact of these factors on operating profits in Item 7. Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

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MARKETING AND DISTRIBUTION

The Company sells products directly to end users and converters, as well as through agents, resellers and

distributors.

DESCRIPTION OF PRINCIPAL PRODUCTS

The Company’s principal products fall into several categories as described below and also in Item 7. Management’s

Discussion and Analysis of Financial Condition and Results of Operations. We produce renewable fiber-based

packaging solutions, primarily servicing industrial consumer goods and e-commerce markets. The Company

manufactures a broad range of containerboard and corrugated packaging products, which are used to protect, ship

and display goods across diverse end-use categories. Our containerboard portfolio includes linerboard, medium,

whitetop, and saturating kraft, which serve as the base materials for corrugated packaging. The Company converts

containerboard into corrugated boxes, bulk bins, shipping containers and specialty packaging through its network of

U.S. and international converting facilities. These products support customers in industries such as food and

beverage, agriculture, industrial manufacturing, personal care pharmaceuticals and consumer goods.

GOVERNMENTAL REGULATION

The Company’s policy is to operate its mills and plants in compliance with all applicable laws and regulations such

that it protects the environment and the health and safety of its employees. We operate our businesses and sell

products globally. In each of the jurisdictions in which we operate, we are subject to a variety of laws and

regulations governing various aspects of our business, including general business regulations as well as those

governing the manufacturing, production, content, handling, storage, transport, marketing and sale of our products.

Our operations are also subject to forestry reserve requirements, other environmental regulations and occupational

health and safety laws. Violations can result in substantial fines, administrative sanctions, criminal penalties,

revocations of operating permits and/or shutdowns of our facilities, litigation, other liabilities, as well as damage to

our reputation. We incur costs to comply with these requirements. For additional information regarding risks

associated with environmental matters, see Item 1A. Risk Factors – We are subject to a wide variety of laws,

regulations and other governmental requirements that may change in significant ways, and the cost of

compliance, or the failure to comply with such requirements, could impact our business and results of

operations.

ENVIRONMENTAL PROTECTION

Our 2030 goals establish the foundation for our efforts to support healthy and abundant forests, strengthen

communities, operate sustainably and advance renewable solutions. Through these efforts and more, the Company

tackles the toughest issues in the value chain to improve its environmental footprint and promote the long-term

sustainability of natural capital.

Our approach to sustainability considers our entire value chain, from sourcing raw materials responsibly and

working safely, to making renewable, recyclable products and providing a market for recovered products. To help

inform and prioritize the focus of our sustainability strategy, we have engaged with internal and external

stakeholders, assessed key issues, associated risks and opportunities, and incorporated sustainability

considerations into our processes.

The Company’s operations are subject to extensive and evolving federal, state, local, and international laws and

regulations governing the protection of the environment and became more so in 2025 in light of our increased scale

and global presence. Company manufacturing processes involve discharges to water, air emissions, water intake

and waste handling and disposal activities, all of which are subject to a variety of environmental laws and

regulations, along with requirements of environmental permits or analogous authorizations issued by various

governmental authorities. Our continuing objectives include: (i) controlling emissions and discharges from our

facilities to avoid adverse impacts on the environment, and (ii) maintaining compliance with applicable laws and

regulations.

The Company has been named as a potentially responsible party ("PRP") in environmental remediation actions

under various federal and state laws, including the Comprehensive Environmental Response, Compensation and

Liability Act of 1980, as amended ("CERCLA"). For additional information regarding certain remediation actions, see

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Note 14 Commitments and Contingent Liabilities of Item 8. Financial Statements and Supplementary Data. For

additional information regarding risks associated with environmental matters, see Item 1A. Risk Factors – We are

subject to a wide variety of laws, regulations and other governmental requirements that may change in

significant ways, and the cost of compliance with such requirements, or the failure to comply with such

requirements, could impact our business and results of operations. 

CLIMATE CHANGE

The Company recognizes the impact of climate change on people and our planet. To manage climate-related risks,

we are taking actions throughout our value chain to help advance a low-carbon economy. We aligned our annual

sustainability reporting with the recommendations of the International Financial Reporting Standards S2 Climate-

related Disclosures in the 2024 reporting cycle. As part of our climate reports, we identify and report on climate-

related opportunities. We identify and evaluate physical and transition climate-related risks through our enterprise

risk management process.

The Company's 2024 Climate Report (which, prior to 2024, was referred to as the Company's Task Force on

Climate-related Financial Disclosures Report or "TCFD Report") provides climate related disclosures as of

December 31, 2024, consistent with the four core recommendations and 11 recommended disclosures set out in the

June 2017 Final Report published by the TCFD (the "Final 2017 TCFD Report)". Our 2025 Climate Report, which

will be available later in 2026, will provide climate related disclosures as of December 31, 2025, consistent with the

four core recommendations and 11 recommended disclosures set out in the Final 2017 TCFD Report. For ease of

review and given the detailed and technical content of these disclosures, the Climate Report is considered to be the

most appropriate location for the disclosures. This statement is provided in accordance with UKLR 14.3.24R. Our

corporate sustainability reports, including our 2024 and 2025 Climate Report, are or will be available at

www.internationalpaper.com/reports.

We transform renewable resources into recyclable products that people depend on every day. We aim to produce

low carbon products that have a positive impact on nature. To this end, we source renewable fiber from responsibly

managed forests and recycled raw materials. We then use a circular manufacturing process that makes the most of

resources and byproducts, while reducing the environmental impacts of our operations. At the end of use, the

majority of our low-carbon fiber-based products are recycled into new products at a higher rate than any other base

material. We work to advance the shift to a low-carbon, circular economy by designing products that are 100%

reusable, recyclable or compostable. 

Through improvements in operations, equipment, energy efficiency and fuel diversity, we are working to achieve

company-wide reductions in Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions. As part of our 2030 goals,

we targeted incremental reductions of 35% in our Scope 1, 2, and 3 GHG emissions by 2030 in comparison to 2019

levels. We intend to continue to evaluate and implement projects as we pursue this 2030 GHG goal. This includes

ongoing energy efficiency efforts and capital projects to phase out our most carbon intensive fuel sources (Scope 1)

as well as developing GHG reduction strategies for our energy sourcing (Scope 2) and broader supply chain

footprint (Scope 3). In addition, we were an early adopter of the Taskforce on Nature-related Financial Disclosures

(“TNFD”). We published our first TNFD report in 2025 with 2024 data that aligns with TNFD recommendations,

which have been designed to (i) meet the corporate reporting requirements of organizations across jurisdictions; (ii)

be consistent with the global baseline for corporate sustainability reporting; and (iii) be aligned with the global policy

goals outlined in the Kunming-Montreal Global Biodiversity Framework, which was adopted to halt and reverse

nature loss by 2030.

We use carbon-neutral biomass and manufacturing residuals to generate a majority of the manufacturing energy at

our mills. We believe our efforts to advance sustainable forest management and restore forest landscapes are an

important lever for mitigating climate change through carbon storage in forests.

INTERNATIONAL EFFORTS

The 2015 Paris Agreement compels international efforts and voluntary commitments toward reducing the emissions

of GHGs. Although the United States has withdrawn from the 2015 Paris Agreement, IP recognizes the importance

of global policy action to achieve emission reductions consistent with an increase of “well below 2 ° Celsius above

pre-industrial levels and to pursue efforts to limit the temperature increase even further to 1.5 ° Celsius.” Consistent

with this objective, participating countries aim to balance GHG emissions generation and sequestration in the

second half of this century or, in effect, achieve net-zero global GHG emissions.

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To assist member countries in meeting GHG reduction obligations, the European Union operates an Emissions

Trading System ("EU ETS"). Our operations in the EU experience indirect impacts of the EU ETS through

purchased power pricing. To date, neither the direct nor indirect impacts of the EU ETS have been material to the

Company. We continue to evaluate potential future impacts in light of (i) our plans to separate our EMEA packaging

business into an independent public company and (ii) ongoing developments in the global climate-policy

frameworks, including the evolution of the 2015 Paris Agreement's non-binding national commitments and

transparency framework.  or allocation of, and market prices for, GHG credits. In 2025, many countries failed to

submit updated climate targets, which has contributed to continued uncertainty in the allocation and market pricing

of GHG credits.

Additionally, the EU’s Corporate Sustainability Reporting Directive (“CSRD”), Corporate Sustainability Due Diligence

Directive ("CSDDD") and Deforestation Regulation (“EUDR”), each impose additional compliance responsibilities on

the Company. The CSRD requires additional reporting processes for greater accountability. The Company’s first

reporting year under the CSRD is expected to be 2028. The CSRD standards replace the existing Non-Financial

Reporting Directive and expand reporting requirements for companies operating in the EU. The implementation

timeline varies depending on the type of entity.

The CSDDD requires reporting and documentation about due diligence systems covering company and supply

chains. The CSDDD became effective in 2024 and EU member states have two years to implement through national

laws and decide on enforcement. The CSDDD implementation and compliance timeline may vary based on details

once finalized by each member state. 

The EUDR requires companies trading in products derived from certain commodities to conduct extensive diligence

on the value chain to ensure goods do not result from recent deforestation, forest degradation or breaches of local

environmental and social laws. The Company is evaluating the implications of the EUDR to its business with

expected reporting to begin after December 30, 2026.

However, following the planned separation of our EMEA business into an independent public company, International

Paper will review its obligations to report under these requirements.

U.S. EFFORTS, INCLUDING STATE, REGIONAL AND LOCAL MEASURES

Responses to climate change may result in regulatory risks as new laws and regulations aimed at reducing GHG

emissions come into effect. The EPA manages regulations to: (i) control GHGs from mobile sources by adopting

transportation fuel efficiency standards; (ii) control GHG emissions from new Electric Generating Units; (iii) control

emissions from new oil and gas processing operations; and (iv) require reporting of GHGs from sources of GHGs

greater than 25,000 tons per year. 

Several U.S. states have enacted or are considering legal measures requiring the reduction and reporting of GHG

emissions by companies and public utilities. While current regulations in these jurisdictions have not had, and are

not expected to have, a material impact on the Company, we continue to monitor developments closely.

In particular, the State of California has enacted two laws that introduce expanded climate-related disclosure

obligations:

•California Climate Corporate Data Accountability Act (SB 253) requires annual public reporting of Scope 1

and Scope 2 GHG emissions, beginning with fiscal-year 2025 data to be disclosed by August 2026.

•California Climate-Related Financial Risk Act (SB 261) mandates disclosure of climate-related reporting

obligations on companies doing business in California meeting specified thresholds, subject to the

resolution of ongoing legal challenges. In 2026, IP voluntarily self-reported under SB 261 using our 2024

Climate Report.

The Company is actively preparing to meet the upcoming requirements of SB 261 and will continue to monitor state-

level climate legislation, evaluate its implications on our operations and update disclosures as laws take effect and

regularity clarity evolves. It is unclear what impacts, if any, future state-level or local GHG rules will have on the

Company’s operations, as well as the outcome of any legal challenges to these rules.

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SUMMARY

Regulation related to GHGs and climate change continues to evolve in the areas of the world in which we do

business. Because it remains unclear what actions regulators may take or when such actions may occur, it is not

reasonably possible at this time to estimate the Company’s costs of compliance with rules that have not yet been

adopted or implemented, may never be adopted or implemented or may be subject to legal challenge. In addition to

possible direct impacts, future legislation and regulation could indirectly impact the Company. For example, higher

prices for transportation, energy and other inputs, as well as more protracted air permitting processes, could cause

delays and higher costs to implement capital projects. Other possible indirect impacts include influence on

competitive position due to customer and end-consumer preferences regarding low-carbon, circular products with a

high recycling rate along with tax credit and funding opportunities to expand green energy production and carbon

credit generation. The Company has controls and procedures in place designed to track GHG emissions from our

facilities and stay informed about developments concerning possible climate-related laws, regulations, accords, and

policies where we operate. We regularly assess whether such developments may have a material effect on the

Company, its operations or financial condition, and whether we have any related disclosure obligations under

applicable rules and regulations.

Moreover, compliance with legal requirements related to GHGs and/or climate change currently in effect or enacted

in the future are expected to require future expenditures to meet GHG emission reduction, disclosure or other

obligations. These obligations may include carbon taxes, the requirement to purchase GHG credits or the need to

acquire carbon offsets. We may also incur significant expenditures in relation to our efforts to meet our internal

targets or goals with respect to GHGs and climate change, including our 2030 goal on GHGs as discussed above.

Furthermore, in connection with complying with legal requirements and/or our efforts to meet our internal targets

and goals, we have made and expect to continue to make capital and other investments to displace traditional fossil

fuels, such as fuel oil and coal, with lower carbon alternatives, such as biomass and natural gas. Rather than rely on

carbon offsets, we focus on reducing energy consumption as well as relative GHG emissions across our mills and

manufacturing facilities. Currently, these efforts and obligations have not materially impacted the Company, but such

efforts and obligations may have a material impact on the Company in the future. 

We believe sustainability is a key element of corporate governance with oversight of management's initiatives and

efforts provided by our Board of Directors and committees of the Board of Directors.

Our Board of Directors has primary oversight of the Company's enterprise risk management program, which

includes sustainability. The Board receives updates from our Chief Sustainability Officer ("CSO") and additional

members of management. Our Board also conducts periodic reviews of components of the sustainability strategy

and performance and reviews material key sustainability-related developments and issues. Our standing

committees share responsibility for sustainability as described below:

Audit and Finance Committee

•Reviews processes and controls for external reporting of sustainability and social impact data and metrics.

•Reviews related disclosures in Annual Report on Form 10-K and other sustainability reports.

Governance Committee

•Reviews and reassesses adequacy of, and oversees compliance with, our Corporate Governance

Guidelines.

•Seeks Board of Director candidates with a broad range of skills, experiences and perspectives.

Public Policy and Environment Committee ("PPE Committee")

•Reviews sustainability and social impact policies, plans and performance to ensure commitments to

stewardship.

•Stays current on emerging sustainability and social impact trends and issues impacting the Company.

At the management level, ownership and governance of sustainability matters is embedded in the organization from

the top down. Our CEO and ELT are responsible for corporate strategy and leadership including incorporation of our

sustainability goals and standards into our daily operations and long-term business strategy. Our ELT, which is

comprised of two executive vice presidents and three senior vice presidents who report directly to the CEO and

oversee critical functions and business units within the Company, evaluates sustainability issues based on input

from the businesses. The ELT receives several sustainability updates from our CSO.

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For additional information regarding risks associated with climate change and the evolving regulatory landscape,

see Item 1A. Risk Factors – We are subject to risks associated with climate change and other sustainability

matters and global, regional and local weather conditions as well as legal, regulatory and market responses

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

that may change in significant ways, and the cost of compliance with such requirements, or the failure to

comply with such requirements, could impact our business and results of operations.

Additional information regarding climate change and the Company is available in our annual Sustainability Report

and Climate Report, both of which can, or will be, found on our website at www.internationalpaper.com. Our 2025

Sustainability Report and 2025 Climate Report will be available later in 2026. The information contained in such

reports is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of

this or any other report that we file with or furnish to the SEC. Any targets or goals with respect to sustainability

matters discussed herein or in our sustainability reports as noted above are forward-looking statements and may be

aspirational. These targets or goals are not guarantees of future results and involve assumptions and known and

unknown risks and uncertainties, some of which are beyond our control.

RAW MATERIALS

Raw materials essential to our businesses include wood fiber, mainly purchased in the form of pulpwood, wood

chips and old corrugated containers ("OCC"), and certain chemicals, including caustic soda, starch and adhesives.

For further information concerning fiber supply purchase agreements, see Liquidity and Capital Resources of Part II,

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations .

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following are the executive officers of our Company as of the date of this filing.

Andrew K. Silvernail, 55, joined International Paper as chief executive officer on May 1, 2024 and became

chairman of the International Paper Board of Directors on October 1, 2024. Mr. Silvernail has two decades of

experience leading global companies in the manufacturing and technology sectors. He joined IP from KKR & Co.,

Inc., a global investment firm, where he served as an executive advisor, and 5 Nails, LLC, a private investment

advisory firm where he served as founder, chair and chief executive officer (2022-2024). Prior to this role, Mr.

Silvernail served as the chairman and chief executive officer of Madison Industries, one of the world’s largest

privately held companies (2021). Prior to that, Silvernail served as chairman and chief executive officer of IDEX

Corporation (NYSE: IEX) (2011-2020). Mr. Silvernail previously held executive positions at Rexnord Industries,

Newell Rubbermaid (NASDAQ: NWL) and Danaher Corporation (NYSE: DHR). He serves on the board of directors

of Stryker Corporation (NYSE: SYK) and Potter Global Technologies, a privately held company specializing in fire

and safety solutions.

Melissa S. Flores, 43, senior vice president, chief human resources officer since January 5, 2026. Ms. Flores leads

the human resources function. Ms. Flores previously served as chief human resources officer for IDEX Corporation

(NYSE: IEX) (2021-2025). Prior to that, she served in various other leadership roles at IDEX including Group Vice

President of Talent (2019-2021) and Group Vice President of Human Resources.

W. Thomas Hamic, 59, executive vice president and president - Packaging Solutions North America since

September 1, 2024. In this role, Mr. Hamic leads the Container and Containerboard businesses in North America.

Prior to this promotion, Mr. Hamic served as senior vice president - North American Container and chief commercial

officer (January 2023-2024). Mr. Hamic also served as senior vice president - Global Cellulose Fibers and

Enterprise Commercial Excellence (2020-2022) as well as various other leadership roles at the Company since

joining International Paper in 1991.

Lance T. Loeffler, 48, senior vice president, chief financial officer of the Company since April 1, 2025. In this role,

he has leadership responsibilities for the Company’s global financial strategy and finance functions. Before joining

IP, Mr. Loeffler worked for Halliburton (NYSE: HAL) where he most recently served as senior vice president, Middle

East and North Africa (2022-2024). Prior to this role, Mr. Loeffler held other positions at Halliburton including

executive vice president and chief financial officer (2018-2022).

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Timothy S. Nicholls, 64, executive vice president and president – Packaging Solutions EMEA effective April 1,

2025. Prior to this role, he served two separate terms as the Company’s chief financial officer – from 2007-2011,

and again from 2018-2025. At completion of the DS Smith business combination, Mr. Nicholls began serving in his

current position leading the EMEA business. Mr. Nicholls previously served in various leadership roles at the

Company since joining International Paper in 1999.

Joseph R. Saab, 57, senior vice president, general counsel and corporate secretary since July 2022. In addition to

leading all Legal functions for the Company, Mr. Saab also has responsibility for Corporate Security and served as

the interim senior vice president – Human Resources twice during leadership changes (August 2024-February

2025; June 2025-January 2026). Mr. Saab previously served as vice president, deputy general counsel and

assistant corporate secretary (2019-2022) and in other leadership roles with the Company since joining International

Paper in 2001.

There are no family relationships, as defined by the instructions to this item, among any of the Company’s executive

officers and any other executive officers or directors of the Company.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K that are not historical in nature may be considered “forward-

looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.

Forward-looking statements can be identified by the use of forward-looking or conditional words such as “expects,”

“anticipates,” “believes,” “estimates,” “could,” “should,” “can,” “forecast,” “outlook,” “intend,” “look,” “may,” “will,”

“remain,” “confident,” “commit” and “plan” or similar expressions. These statements are not guarantees of future

performance and reflect management’s current views and speak only as to the dates the statements are made and

are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or

implied in these statements. All statements, other than statements of historical fact, are forward-looking statements,

including, but not limited to, statements regarding anticipated financial results, economic conditions, industry trends,

future prospects, and the anticipated benefits, execution and consummation of strategic corporate transactions.

Factors which could cause actual results to differ include but are not limited to: (i) our ability to consummate and

achieve the benefits expected from, and other risks associated with our plans to separate our North America and

Europe, Middle East and Africa (“EMEA”) operations into two independent public companies and other acquisitions,

joint ventures, divestitures, spinoffs, capital investments and other corporate transactions on a timely basis or at all

including the risk that an impairment charge may be recorded for goodwill or other intangible assets, which could

lead to decreased assets and reduced net earnings; (ii) our ability to complete regional integration and implement

our plans, forecasts, the internal control framework of DS Smith, including assessment of its internal control over

financial reporting; (iii) risks associated with our strategic business decisions including facility closures, business

exits, operational changes, restructuring initiatives and portfolio rationalizations intended to support the Company’s

80/20 approach for long-term growth; (iv) our failure to comply with the obligations associated with being a public

company listed on the New York Stock Exchange and the London Stock Exchange and the costs associated

therewith; (v) risks with respect to climate change and global, regional, and local weather conditions, as well as risks

related to our targets and goals with respect to climate change and the emission of greenhouse gases and other

sustainability matters, including our ability to meet such targets and goals; (vi) loss contingencies and pending,

threatened or future litigation, including with respect to environmental and antitrust related matters; (vii) the level of

our indebtedness, including our obligations related to becoming the guarantor of the DS Smith Euro Medium Term

Notes programme, risks associated with our variable rate debt, and changes in interest rates (including the impact

of currently elevated, but moderating, interest rate levels); (viii) the impact of global and domestic economic

conditions and industry conditions, including with respect to current challenging macroeconomic conditions,

inflationary pressures and changes in the cost or availability of raw materials, energy sources and transportation

sources, supply chain shortages and disruptions, competition we face, cyclicality and changes in consumer

preferences, demand and pricing for our products, and conditions impacting the credit, capital and financial markets;

(ix) risks arising from conducting business internationally, domestic and global geopolitical conditions, military

conflict (including the Russia/Ukraine conflict, the conflict in the Middle East, the further expansion of such conflicts,

and the geopolitical and economic consequences associated therewith as well as broader geopolitical tensions

involving major global actors, including those related to China and Venezuela), changes in currency exchange rates,

including in light of our increased proportion of assets, liabilities and earnings denominated in foreign currencies,

trade policies (including but not limited to protectionist measures and the imposition of new or increased tariffs; the

effects of the U.S. Supreme Court’s recent decision striking down certain previously imposed tariffs and creating

uncertainty regarding potential tariff refunds and the future scope of U.S. tariff authority; and the impact of new

executive orders that may restructure or reauthorize tariff measures through alternative legal mechanisms, as well

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as the potential impact of retaliatory tariffs and other penalties including retaliatory policies against the United

States) and global trade tensions, downgrades in our credit ratings, and/or the credit ratings of banks issuing certain

letters of credit, issued by recognized credit rating organizations; (x) the amount of our future pension funding

obligations, and pension and healthcare costs; (xi) the costs of compliance, or the failure to comply with, existing,

evolving or new environmental (including with respect to climate change and greenhouse gas emissions), tax, trade,

labor and employment, privacy, anti-bribery and anti-corruption, and other U.S. and non-U.S. governmental laws,

regulations and policies (including but not limited to those in the United Kingdom and European Union); (xii) any

material disruption at any of our manufacturing facilities or other adverse impact on our operations due to severe

weather, natural disasters, climate change or other causes; (xiii) cybersecurity and information technology risks,

including as a result of security breaches and cybersecurity incidents; (xiv) our exposure to claims under our

agreements with Sylvamo Corporation; (xv) our ability to attract and retain qualified personnel and maintain good

employee or labor relations; (xvi) our ability to maintain effective internal control over financial reporting; and (xvii)

our ability to adequately secure and protect our intellectual property rights. These and other factors that could cause

or contribute to actual results differing materially from such forward-looking statements can be found in our press

releases and reports filed with the U.S. Securities and Exchange Commission. In addition, other risks and

uncertainties not presently known to the Company or that we currently believe to be immaterial could affect the

accuracy of any forward-looking statements. The Company undertakes no obligation to publicly update any forward-

looking statements, whether as a result of new information, future events or otherwise.

ITEM 1A. RISK FACTORS

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

and results of operations. You should read this summary together with the more detailed description of each risk

factor contained below.

Risks Related to Industry Conditions

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

and changes in customer or consumer preferences, and government regulations.

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

could continue to affect, our profitability.

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

financial results.

Risks Related to Market and Economic Factors

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

stock and result in pricing differentials of shares of common stock between two exchanges.

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

for our products, our financial condition and the results of our operations.

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

adversely affect our business and operations.

Risks Related to our Operations

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

in significant ways, and the cost of compliance with such requirements, or the failure to comply with such

requirements could impact our business and results of operations.

•Material disruptions at one of our manufacturing facilities could negatively impact financial results.

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

key management personnel.

•Our failure to maintain good employee or labor relations may affect our respective operations.

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

initiatives, including our 80/20 approach.

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

capital investments, capital projects and other corporate transactions that are or will be pursued.

•We are subject to cybersecurity and information technology risks related to breaches of security pertaining

to sensitive company, customer, employee and vendor information as well as breaches in the technology

used to manage operations and other business processes.

•Our continued growth will depend on our ability to retain existing customers and attract new customers.

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

financial effect on our business.

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

competitive advantage.

•We may fail to identify or leverage digital transformation initiatives.

Risks Related to the Separation

•The proposed separation of our EMEA packaging business may not be completed, on the currently

contemplated timeline or at all.

Risks Related to our Indebtedness

•Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely

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

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

our business.

•We are subject to risks associated with variable rate debt.

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

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

Risks Related to Legal Proceedings and Compliance Costs

•Results of legal proceedings could have a material effect on our consolidated financial results.

•We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation.

•Failure to remediate a material weakness in DS Smith’s internal control over financial reporting could

adversely affect our business and results of operations.

Risks Related to Climate and Weather and Social and Environmental Impact Reporting

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

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

Risks Related to our Pension and Healthcare Costs

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

change.

•Our pension plans are currently fully funded on a projected benefit obligation basis; however, the possibility

exists that over time we may be required to make cash payments to the plan, reducing the cash available

for our business.

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

and local events that could have an adverse impact on its reputation, operations, and financial performance.

The following are material risk factors of which we are aware, including risk factors that could cause the Company’s

actual results to differ materially from those contemplated in any forward-looking statement. If any of the events or

circumstances described in any of the following risk factors occurs, our business, results of operations and/or

financial condition could be materially and adversely affected, and our actual results may differ materially from those

contemplated in any forward-looking statements we make in any public disclosures. Additional factors that could

affect our business, results of operations and/or financial condition are discussed elsewhere in this Annual Report

on Form 10-K (including in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations) and in the Company’s other filings with the U.S. Securities and Exchange Commission.

RISKS RELATED TO INDUSTRY CONDITIONS

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

and changes in customer or consumer preferences, and government regulation could materially affect our

financial condition, results of operations and cash flows.

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

industry capacity, customer demand, and general economic conditions. The length and magnitude of these cycles

have varied over time and by product. Product prices and sales volumes have fallen in the past, and there can be

no assurance that this will not recur. New or existing producers of paper and sustainable packaging products may

add or adjust capacity affecting available supply. Further, changes in customer or consumer preferences may

increase or decrease the demand for fiber-based products and non-fiber substitutes. Customer and consumer

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preferences change based on, among other factors, cost, convenience, health concerns and perceptions and an

increased awareness of sustainability considerations. In some areas, customers have increasingly shown interest in

environmentally friendly products such as fiber-based packaging. Advances in non-fiber technologies such as

plastic packaging or other materials could result in decreased demand for our products. In addition, legal

developments, such as new governmental regulations on single-use packaging products could significantly alter the

market for our products. Any of the foregoing, including a failure to anticipate and respond to changing trends,

customer preferences and technological and regulatory developments, could have a material adverse effect on our

business, financial condition, results of operations and/or future prospects. A lack of investor confidence in the paper

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

and/or future prospects.

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

could continue to affect, our profitability.

We rely heavily on the use of certain raw materials (principally virgin wood fiber, recycled fiber, caustic soda, starch

and adhesives), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party transport

companies. The market price of virgin wood fiber varies based on availability, demand, quality, and source. The

global supply and demand for recycled fiber may be affected by factors such as trade policies between countries,

individual governments’ legislation and regulations, and general macroeconomic conditions. In addition, the

increase in demand of products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause

significant fluctuations in recycled fiber prices. Taking into account ongoing inflationary conditions in domestic and

global markets, we have experienced, and may continue to experience, a significant increase in various costs,

including recycled fiber, energy, freight, chemical, and other supply chain costs, which has adversely affected, and

may continue to adversely affect, our operations. Moreover, the availability of labor and the market price for fuel

may affect third-party transportation costs.

In addition, because our business operates in highly competitive industry segments, we have not always been able

to, and may in the future be unable to, recoup past or future increases in the costs of any raw materials, energy

sources or transportation sources from customers, which significantly affect profitability. In addition, where we are

able to recoup our cost increases, there may be a delay between the onset of the cost increases and the

recoupment. Any inability to recover input cost increases could lead to a material adverse effect on our business,

financial condition, results of operations and/or future prospects.

We have significant exposure to energy costs, in particular gas, electricity and other fuel costs. Energy prices have

fluctuated dramatically in the past and may continue to increase and/or fluctuate in the future. Transportation costs

are also impacted by energy costs since a key component of transportation costs relates to the cost of oil. We have

employed and expect to continue to employ, strategies, including hedging a portion of our energy costs, and risk

mitigation tools to reduce the volatility of energy costs and ensure a degree of certainty over future energy costs.

However, there can be no certainty that those strategies and tools will continue to manage such impact in the future.

Volatile and increasing energy prices, including as a consequence of the conflict between Russia and Ukraine as

well as heightened geopolitical tensions in regions such as the Middle East, China, and recent events in Venezuela,

or a failure to effectively implement such strategies and tools could have a material adverse effect on our business,

financial condition, results of operations and/or future prospects.

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

financial results.

We operate in a competitive international environment. Our products compete with other forest products and

packaging companies in the markets where we operate.

Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, distribution and

commercial strategies pursued or achieved by competitors, and the entry of new competitors, could negatively

impact our financial results. In addition, our products compete with companies that produce substitutes for wood-

fiber products, such as plastics and various types of metal. Customer shifts away from wood-fiber products toward

such substitute products may adversely affect our business and financial results. Further, we depend on critical

suppliers and key customers. An inability to foster these relationships and to manage any material changes in

commercial terms and service levels could have a material adverse impact on our business, financial condition,

results of operations and/or future prospects.

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Pricing in the paper and packaging industries can be affected by, among other things, product commoditization,

changes in demand, entrance or withdrawal of new competitors or capacity, changes in product supply, and the

introduction of new products, technologies and equipment, including the use of artificial intelligence ("AI") and

machine learning solutions. We face significant pressure to reduce per unit costs to achieve commercially

acceptable returns. In circumstances where we are unable to adjust the relevant cost base sufficiently, pricing

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

future prospects.

RISKS RELATED TO MARKET AND ECONOMIC FACTORS

Our maintenance of two exchange listings may adversely affect liquidity in the market for our shares of

common stock and result in pricing differentials of shares of common stock between the two exchanges.

Trading in shares of common stock on the London Stock Exchange ("LSE") and the NYSE takes place in different

currencies (pound sterling on the LSE and U.S. dollars on the NYSE) and at different times (resulting from different

time zones, different trading hours and different trading days for the LSE and the NYSE). The trading prices of

shares of common stock on these two exchanges may at times differ due to these and other factors. Any decrease

in the price of shares of common stock on the NYSE could cause a decrease in the trading price of shares of

common stock on the LSE and vice versa.

The benefits we expect of the dual listing on the NYSE and the LSE, which are increased liquidity, visibility among

investors and access to investors who may be able to hold listed shares in the United Kingdom, but not the United

States, and vice versa, may not be realized or, if realized, may not be sustained, and the costs and additional

regulatory burdens associated with a dual listing may ultimately outweigh the associated benefits.

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

adverse effect on the demand for our products, our financial condition and the results of our operations

including our ability to pay a cash dividend.

General economic conditions may adversely affect industrial non-durable goods production, consumer confidence

and spending, and employment levels, all which impact demand for our products, or otherwise adversely affect our

business. We may also be adversely affected by catastrophic or other unforeseen events, natural disasters,

geopolitical events, military conflicts, terrorism, port and canal blockages and similar disruptions, political, financial

or social instability, or civil or social unrest. Future health epidemics or pandemics could also adversely impact

portions of our business to varying degrees, including as the result of change in demand for certain products, supply

chain and labor disruptions, and higher costs. These effects could have a material impact on our business, results of

operations, cash flow, liquidity, or financial condition. Moreover, negative economic conditions or other adverse

developments with respect to our business have resulted in and may in the future result in impairment charges,

including impairments related to divested or acquired businesses whose carrying values may not be recoverable,

any of which could be material. Volatility or uncertainty in the financial, capital and credit markets, and negative

developments associated with interest rates, asset values, currency exchange rates and the availability of credit,

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

adversely affect our liquidity, access to capital markets and ability to pay a dividend.

Macroeconomic conditions in the U.S., Europe and globally remain challenging and volatile. Recent periods have

been characterized not only by persistent inflationary pressures, elevated interest rates, challenging labor market

conditions, tariff policies and heightened trade policy uncertainty but also by slowing global economic growth,

weakening global trade and investment flows, supply chain realignments, currency volatility, shifting fiscal and

monetary policies across major economies and adverse effects and uncertainty associated with current geopolitical

conditions. Our operations have been adversely affected and could continue to be adversely affected in the future,

by these challenging macroeconomic and geopolitical conditions, including as the result of lower demand for certain

products, and higher raw material and labor costs. Further, because the markets for packaging products in many

industrialized countries are generally mature, there is a significant degree of correlation between economic growth

and demand for packaging products. Therefore, any deterioration in macroeconomic conditions in the U.S., Europe

and/or globally resulting in a slowdown in economic growth may correlate with a corresponding decline in demand

for packaging products in those markets. Moreover, any significant deterioration in current negative macroeconomic

conditions, or any recovery therefrom that is significantly slower than anticipated, could have a material adverse

effect on our business, results of operations or financial condition. In addition, there can be no assurance that

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dividends will continue to be declared or paid at historical levels, and any reduction or suspension of dividends

could negatively impact our stock price. Further, if negative macroeconomic conditions result in significant

disruptions to capital and financial markets, the cost of borrowing, our ability to access capital on favorable terms,

and our overall liquidity could be adversely affected.

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

adversely affect our business and operations.

As a global producer of renewable fiber-based packaging products, we operate in many different countries. As a

result, we are vulnerable to risks related to our international operations. These risks, which can vary substantially by

country, may include economic or political instability, geopolitical events, corruption, anti-American sentiment,

expropriation measures, social and ethnic unrest, natural disasters, military conflicts and terrorism, the regulatory

environment (including the risks of operating in developing or emerging markets in which there are significant

uncertainties regarding the interpretation and enforceability of legal requirements and the enforceability of

contractual rights and intellectual property rights), adverse currency fluctuations, foreign exchange control regimes

(including restrictions on currency conversion), downturns or changes in economic conditions (including in relation

to commodity inflation), adverse tax consequences or rulings, import restrictions, controls or other trade protection

measures, economic sanctions, health guidelines and safety protocols, nationalization, changes in social, political or

labor conditions, and adverse developments regarding sustainability, environmental regulations and trade policies

and agreements, any of which risks could negatively affect our financial results. For example, a portion of our sales

could be adversely affected by changes in economic conditions and demographics, including as a result of tariffs.

Trade protection measures in favor of local producers of competing products, including governmental subsidies,

tariffs, tax benefits and other measures may give local producers a competitive advantage and adversely impact our

operating results and our business prospects in these countries. Likewise, disruption in existing trade agreements or

increased trade friction between countries (such as in relation to the trade tensions between the U.S. and China),

could have a negative effect on our business and results of operations by restricting the free flow of goods and

services across borders. Additionally, the U.S. government in 2025 increased certain rates and broadened the

scope of certain tariffs imposed on goods imported into the U.S., such as from China, which may strain international

trade relations and increase the risk that foreign governments implement retaliatory tariffs on goods imported from

the United States. Specifically, the U.S. federal government implemented tariffs on certain foreign goods and may

implement additional tariffs on foreign goods. If lasting, such tariffs and any further legislation or actions taken by the

U.S. federal government that restrict trade, such as additional tariffs, trade barriers, and other protectionist or

retaliatory measures taken by governments in Europe, Asia, and other countries, could adversely impact our ability

to sell products and services in our international markets. Tariffs have increased the cost of certain capital items,

including materials and equipment used in our capital investments. These increased costs could adversely impact

the profit margin that we earn on our products, which could make our products less competitive and reduce

consumer demand. Countries may also adopt other protectionist measures that could limit our ability to offer our

products and services. Conversely, these tariffs and retaliatory tariffs may be subject to further changes or

negotiations which could lower or remove them in the near or longer term with a return to more normalized trade

conditions in some instances. Due to this uncertainty, the ultimate impact of any tariffs and trade tension is unclear

and will depend on various factors, including if there are negotiated bilateral agreements to remove or lower tariffs,

and the timing, amount, scope and nature of the tariffs that remain implemented.

Recent legal and policy developments have further increased uncertainty. On February 20, 2026, the U.S. Supreme

Court struck down several of the sweeping tariffs imposed through a series of executive orders, holding that the

tariffs exceeded the authority granted under the International Emergency Economic Powers Act. The Court's ruling

eliminated key tariffs on imports from numerous major trading partners and created uncertainty regarding the status

of various trade agreements and tariff related obligations. The Court did not determine whether importers are owed

refunds for tariffs previously paid, although estimates suggest that potential refunds could be substantial, and

federal agencies must now determine how to administer the ruling. In response to the Supreme Court’s decision,

the government announced new Executive Orders on February 20, 2026, aimed at restructuring U.S. tariff policy

and exploring alternative statutory authorities to impose or maintain tariffs. The scope, timing, and implementation of

these Executive Orders remains uncertain, and may result in new or modified tariff regimes, additional regulatory

requirements, or further trade friction with U.S. trading partners. We may become entitled to refunds of certain tariffs

previously paid; however, whether any refund will be available, and the amount and timing of any such refund,

remain uncertain and subject to ongoing administrative processes and additional federal guidance. We are

continuing to evaluate the impact of both the Supreme Court’s ruling and the new Executive Orders on our supply

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chain, input costs, pricing, capital investments, and overall operating results, and the ultimate impact, if any, on our

business is not yet known.

We may continue to be adversely affected by ongoing geopolitical instability and the economic consequences and

disruptions arising therefrom, including as the result of the military conflict between Russia and Ukraine, the conflict

in the Middle East, and increasing tensions between China and Taiwan. These risks may be further heightened in

the event of the expansion in the scope or escalation of any such conflicts. In addition, changes to economic

sanctions programs, could put us at risk of violating sanctions because of an existing presence in a newly

sanctioned jurisdiction or relationship with a newly sanctioned entity if we fail or are unable to end such presence or

relationship in a timely manner.

In addition, our international operations are subject to laws related to operations in foreign jurisdictions, including

laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.K.

Bribery Act 2010, the Foreign Corrupt Practices Act of 1977, and similar worldwide anti-corruption laws generally

prohibit companies and their intermediaries from making improper payments to public officials for the purpose of

obtaining or retaining business. Further, the U.S. Department of the Treasury’s Office of Foreign Assets Control and

other non-U.S. government entities maintain economic sanctions targeting various countries, persons and entities.

We are also subject to the laws and regulations of governmental and regulatory agencies. Failure to comply with

domestic or foreign laws could result in various adverse consequences for us including the imposition of civil or

criminal sanctions, reputational damage and the prosecution of executives overseeing international operations.

We are exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies,

as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currencies.

Adverse movements in foreign exchange rates relating to foreign currency denominated commodities, assets and

liabilities, and transactions could have a material impact on our business, financial condition, results of operations

and/or future prospects.

RISKS RELATED TO OUR OPERATIONS

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

in significant ways, and the cost of compliance with such requirements, or the failure to comply with such

requirements, could impact our business and results of operations.

As a publicly listed company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-

Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the listing requirements of the NYSE. By virtue of our secondary

listing on the LSE, we are also subject to the listing requirements of the LSE, the Market Abuse Regulation and

Disclosure Guidance and Transparency Rules. The Exchange Act requires that we file annual and other reports with

respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among

other things, that we establish and maintain effective internal controls and procedures for financial reporting. Any

failure to maintain effective controls or any difficulties encountered implementing required new or improved controls

could cause us to fail to meet our reporting obligations, which could have a material adverse effect on our business

and the trading price of our common stock.

Our operations are subject to regulation under a wide variety of domestic and international laws, regulations and

other government requirements, including, among others, those relating to the environment, health and safety, labor

and employment, data privacy, tax, trade, competition and corruption and health care. There can be no assurance

that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will

require us to modify our respective operations and objectives or affect our respective returns on investments by

restricting existing activities and products or increasing costs. In addition, any failure or alleged failure to comply

with applicable laws, regulations or other government requirements could have an adverse effect on our reputation

and financial results or may result in, among other things, litigation, revocation of required licenses, internal

investigations, governmental investigations or proceedings, administrative enforcement actions, fines and civil and

criminal liability.

We are subject to increasingly stringent federal, state, local and international laws governing the protection of the

environment that continue to evolve as new guidance is provided by regulatory and governing bodies and as

pending or future litigation is resolved. The changing laws, regulations and standards relating to corporate

governance, sustainability matters and public disclosures in various jurisdictions create uncertainty for public

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companies, increase legal and compliance costs and make activities more time consuming. We have incurred, and,

following completion of our planned separation of the EMEA packaging business, expect to continue to incur and

invest resources, significant capital, operating and other expenditures complying with applicable and forthcoming

environmental laws and regulations, including with respect to GHG emissions and other climate-related matters.

These investments may lead to higher operating expenses as the cost of compliance increases. Our environmental

expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of

soil and groundwater, including situations where we have been identified as a potentially responsible party.

Following the separation of our EMEA packaging business, we will evaluate our exposure to international climate

regulations.

There can be no assurance that future remediation requirements and compliance with existing and new laws and

requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate

to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders

limiting operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs,

third-party claims for property damage and personal injury and reputational harm as a result of violations of, or

liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental

expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to

whether we knew of, or caused, the release of hazardous substances. Additionally, if our compliance efforts with

new applicable laws, regulations, and standards do not align with the expectations of regulatory or governing bodies

due to ambiguities in their application and implementation, or if they differ from interpretations arising from related

litigation, we may face legal actions. This could negatively impact our business, financial condition, operational

results, and cash flow.

Our global operations are subject to complex and evolving domestic and international data privacy laws and

regulations, such as the European Union’s General Data Protection Regulation, the UK's General Data Protection

Regulation, any supplemental applicable European Union member state or UK national data protection laws,

China’s Personal Information Protection Law and comprehensive privacy laws in many U.S. states. These laws

impose a range of compliance obligations regarding the handling of personal data. There are significant penalties

for non-compliance, including monetary fines, disruption of operations and reputational harm. Moreover, other states

and governmental authorities around the world have introduced or passed, or are considering, similar legislation

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

This increasingly restrictive and evolving global regulatory environment related to data privacy and data protection

may continue to require changes to our business practices, and give rise to significantly expanded compliance

burdens, costs and enforcement risks. Moreover, many of these laws and regulations are subject to uncertain

application, interpretation or enforcement standards that could result in claims, changes to business practices, data

processing and security systems, penalties, increased operating costs or other impacts on our business.

Additionally, regulatory bodies and others tasked with enforcing privacy and data protection laws have been actively

engaging in enforcement investigations and actions. These laws often provide for civil penalties for violations, as

well as private rights of action for data breaches that may increase data breach litigation. We use internal and

external resources to monitor compliance with relevant legislation and continually evaluate and, where necessary,

modify data processing practices and policies to comply with evolving privacy laws. Nevertheless, relevant

regulatory authorities could determine that our data handling practices fail to address all the requirements of certain

new laws, which could subject us to penalties and/or litigation. In addition, there is no assurance that our security

controls over personal data, the training of employees and vendors on data privacy and data security, and policies,

procedures and practices will prevent the improper handling of, disclosure of or access to personal data. Any such

unauthorized access, use or disclosure in violation of applicable privacy and data protection laws could cause

reputational harm and loss of consumer confidence and subject us to government enforcement actions (including

fines), or result in private litigation, which could result in loss of revenue, increased costs, liability for monetary

damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results.

We are also exposed to the risk of changes in tax law and tax rates in a number of jurisdictions. The costs

associated with these laws and regulations are substantial and possible future laws and regulations or changes to

existing laws and regulations (including the imposition of higher taxes) could require us to incur additional expenses

or capital expenditures or result in restrictions on or suspensions of operations. For example, the Organization for

Economic Cooperation and Development (the “OECD”) has issued a framework pursuant to which EU and non-EU

countries (including countries in which we operate) have enacted a 15% global minimum tax applied on a country-

by-country basis (the “Pillar Two rule”). In many of the countries implementing the Pillar Two rule, the first

component of the Pillar Two rule became effective in 2024 and the second component in 2025. In January 2026, the

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OECD/G20 issued administrative guidance modifying application of the Pillar Two rule through a Side-by-Side

system introducing two new Pillar Two safe harbors for US-parented multinational corporations, effective beginning

in 2026. The application of these safe harbors by each country that has implemented Pillar Two now depends on the

respective countries’ enacting the Side-by-Side system. It is possible that the Pillar Two rule could adversely impact

our effective tax rate in future periods. Additionally, administrative guidance with respect to tax law can be

incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe

our reported positions comply with relevant tax laws and regulations, taxing authorities could interpret the

application of certain laws and regulations differently. We have been and continue to be subject to tax audits in

various taxing jurisdictions around the world. In some cases, we have appealed, and may continue to appeal,

assessments by taxing authorities, including in the court system. As such, tax controversy matters may result in

previously unrecorded tax expenses, accelerated cash tax payments, higher future tax expenses, or the

assessment of interest and penalties.

AI continues to evolve rapidly, and, as with many technological innovations, it presents risks and challenges that

could affect its adoption and our business. Uncertainty in the global and legal regulatory regime relating to AI may

require significant resources to modify and maintain business practices to comply with international laws, the nature

of which cannot be determined at this time. Multiple jurisdictions, including Europe, the U.S. federal government,

and certain U.S. states, have already proposed or enacted laws, regulations, and other requirements governing AI.

In Europe, the EU AI Act, adopted in May 2024, entered its implementation phase in 2025 and imposes extensive

transparency, risk management and data governance obligations for AI systems, particularly those classified as high

risk, with significant fines for noncompliance. Additional implementing measures are expected. In the United States,

2025 marked a shift in federal AI policy with the government establishing a national AI policy framework aimed at

asserting federal preemption over divergent state AI laws. States continue to adopt AI statutes creating varied

compliance regimes addressing accountability, automated decision-making, transparency, worker protections and

privacy. Changes in regulatory regimes, or the adoption of new or more restrictive requirements, could make it more

difficult to use AI tools, require us to change our business practices, or limit AI usage which may lead to

inefficiencies or competitive disadvantages.

Material disruptions at one of our manufacturing facilities could negatively impact financial results.

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

disruption. A material disruption at our corporate headquarters, a manufacturing facility or key mill could prevent us

from meeting customer demand, reduce sales and/or negatively impact our financial condition. Any of our

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

unexpectedly due to a number of events, including:

•adverse weather events like fires, floods, earthquakes, hurricanes, winter storms and extreme

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

climate change);

•the effect of a drought or reduced rainfall on its water supply;

•disruption in the supply of raw materials or other manufacturing inputs;

•terrorism or threats of terrorism, security incidents or other threats to employee safety;

•information system disruptions or failures due to any number of causes, including cyber-attacks;

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

partners, including joint venture partners, around the world;

•unscheduled maintenance outages;

•prolonged power failures;

•an equipment failure;

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•a chemical spill or release;

•explosion of a boiler or other equipment;

•damage or disruptions caused by third parties operating on or adjacent to a manufacturing facility;

•disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

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

any impacts related to government regulation as a result thereof;

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

responsibilities in a timely manner and in accordance with agreed upon terms;

•labor difficulties; and

•other operational problems.

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 have

a negative effect on our financial results.

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

including key management personnel.

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. The market for

both hourly workers and salaried workers continues to be competitive, particularly for employees with specialized

technical and trade experience. This, along with the current competitive labor market and ongoing cost-pressured

conditions, has led to higher labor costs. In addition, we rely on our key executive and management personnel to

manage our business efficiently and effectively. The unanticipated departure of key executive and management

employees, particularly in a challenging market for attracting and retaining employees, could adversely affect our

business. Moreover, changing demographics and labor work-force trends, including evolving expectations around

remote and hybrid work, work-life balance expectations and increased return-to-office requirements, may make it

difficult for us to attract, retain or replace retiring or departing employees. The failure to retain and/or recruit

additional or substitute senior managers and/or other key employees and a failure to identify and resource for future

capability requirements such that there is a gap in skills and knowledge across key business areas, or if higher labor

costs and shortages persist, could have a material adverse effect on our business, financial condition, results of

operations and/or future prospects.

Our failure to maintain good employee or labor relations may affect our respective operations.

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

and labor relations depend on the ability to drive innovation, manage change and engage the workforce, and failure

to do so could have a material adverse effect on our business, financial condition, results of operations and/or future

prospects. Further, labor disputes or other problems could lead to a substantial interruption to our business and

have a material adverse effect on our business, financial condition, results of operations and/or future prospects.

A significant number of our employees located outside of the U.S. are represented by unions, trade unions and

national works councils. We have collective bargaining agreements in place with U.S. and international trade

unions. In the U.S., we may not be able to successfully negotiate new collective bargaining agreements once our

current contracts with unions expire without work stoppages or labor difficulties, or we may be unable to renegotiate

such contracts on favorable terms. The mill master collective bargaining agreement and related mill joint pension

council master agreement with the United Steelworkers union (the "USW") will expire in August 2027 and

September 2027, respectively. The converting master collective bargaining agreements and related converting joint

pension council master agreement which will expire in April and September 2028, respectively. The USW represents

approximately 8,622 employees in our mills and converting facilities. In Europe, we have collective agreements in

place with trade unions, and also have agreements in place with the European Works Council, which brings

together employee representatives from the different European countries in which we operate and provides a forum

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for information sharing and consultation. We have experienced limited work stoppages in the past and may

experience work stoppages in the future. Further, labor organizations may attempt to organize groups of additional

employees from time to time, and recent and potential changes in labor laws could make it easier for them to do so.

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 costs or

disruptions as a result of labor union activity in the future. If we experience any extended interruption of operations

at any of the relevant facilities as a result of strikes or other work stoppages, or if unions, trade unions and national

works councils are able to organize additional groups of our employees, our operating costs could increase and our

operational flexibility could be reduced.

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

initiatives, including our 80/20 approach.

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

place and planned for North America and EMEA. In 2025, we agreed to sell our Global Cellulose Fibers business,

which we completed in January 2026, and exited the converting bag business. In North America, we actioned

closure of three mills, two recycling facilities, and six box plants, as well as one sheet plant, one sheet feeder, one

molded fiber facility and one box-to-sheet-feeder conversion. In EMEA, we actioned closures of 17 packaging

plants, one mill and one recycling center. Together these actions reduced the workforce by approximately 1,400. On

January 29, 2026, we announced plans to separate our EMEA packaging business into an independent public

company. Through the 80/20 approach, we intend to deliver profitable market share growth by striving to be the

lowest-cost producer, and the most reliable and innovative sustainable packaging solutions provider to our

customers across North America and EMEA. As part of our 80/20 approach, we intend to guide investments and

align resources to win with customers, while reducing complexity and cost across the Company. To that end, we

have been implementing restructuring initiatives. To that end, we have incurred, and expect to incur, charges in

connection with our restructuring initiatives.

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

future undertake. In particular, restructuring activities may divert the attention of management, disrupt operations

and fail to achieve the intended cost and operational benefits. If the Company is unable to realize the expected

benefits from its restructuring initiatives, the Company’s financial results could be adversely impacted. In addition,

because we are unable to predict or control market conditions, including changes in the supply and demand for our

products, product prices or manufacturing costs, we may not be able to predict the appropriate time to undertake

restructurings. Further, cash and non-cash charges may be incurred in connection with restructuring activities,

which may be material. Moreover, judgment is required to estimate restructuring charges, and these estimates, and

the assumptions underlying them, may change as additional information becomes available or facts or

circumstances related to restructuring initiatives change.

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

offs, capital investments, capital projects and other corporate transactions that are or will be pursued.

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 strategic corporate transactions and to realize the

benefits expected from such transactions, including the planned separation of our EMEA packaging business.

Ongoing capital investment is also required to expand, maintain and upgrade existing facilities, to develop new

facilities and to ensure compliance with new regulatory requirements. As part of our 80/20 approach, our capital

spending has increased. Capital projects may experience unanticipated disruptions or delays and the desired

benefits from those projects may not be realized. These risks include a deterioration in macroeconomic conditions,

shortages or higher costs of capital equipment or materials, delays in obtaining permits or other required approvals,

changes in laws and regulations or operational challenges. Our ability to advance capital investments depends on

the availability of cash flow. If our cash flow decreases due to market conditions, increased operating costs,

tightening credit markets, or other factors, we may be required to defer, scale back or cancel planned capital

projects. Such delays or reductions could limit our ability to pursue our strategic priorities, maintain or improve

operational efficiency or respond effectively to competitive or regulatory pressures. We are subject to the risk that

the expected benefits from such transactions and capital investments may not be achieved. This failure could

require an impairment charge to be recorded for goodwill or other intangible assets, which could lead to decreased

assets and reduced net earnings. Among the benefits expected from the strategic separation of our EMEA

packaging business, as well as completed acquisitions and joint ventures are synergies, cost savings, growth

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opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization

of proceeds from the sale of businesses and assets to purchasers who place a higher strategic value on such

businesses and assets.

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

the inability to realize business goals with such transactions as noted above, including our assumptions, the focus of

management’s attention on these transactions, the assimilation or separation of businesses, the demands on

financial, operational and information technology systems, our ability to integrate and separate personnel, labor

models, financials, customer relationships, supply chain and logistics, IT and other systems successfully, business

culture compatibility, the possibility of becoming responsible for substantial contingent or unanticipated legal

liabilities as the result of corporate transactions, and changes in our geographic footprint and in the complexity of

our operations.

Moreover, effective internal controls are necessary to provide reliable and accurate financial reports, and the

planned separation of our North America and EMEA businesses may create complexity in our financial systems and

internal controls and make them more difficult to manage. Further regional integration of businesses into our internal

control system could cause us to fail to meet our financial reporting obligations. Moreover, any failure to integrate

the regional businesses, or delay in integrating the regional businesses, or IT systems of regional businesses could

create an increased risk of cybersecurity incidents. Following our regional integration, efforts may not produce the

expected margins or cash flows. Furthermore, we may finance these strategic transactions by incurring additional

debt or issuing equity, which could increase leverage or impact our ability to access capital in the future.

We are subject to cybersecurity and information technology risks related to breaches of security pertaining

to sensitive company, customer, employee and vendor information as well as breaches in the technology

used to manage operations and other business processes.

Our business operations rely on securely managed information technology systems, some of which are provided or

managed by third parties, for data capture, processing, storage and reporting. We have invested in information

technology security initiatives and risk management, as well as incident response, business continuity and disaster

recovery plans, but it is not possible to eliminate all systematic or external risk. Further, the development and

maintenance of information technology security measures is costly and requires ongoing monitoring, testing and

updating as technologies and processes change, and efforts to overcome security measures become increasingly

sophisticated. Additionally, the global regulatory environment surrounding information security, data privacy and data

protection is becoming increasingly restrictive and is evolving frequently.

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

other global companies, our systems are subject to recurring attempts by third parties to access information,

manipulate data or disrupt operations. In this regard, we have experienced cyber threats and events from time to

time, although none have materially affected us, including our results of operations or financial condition. Given the

current cyber threat environment, the volume and intensity of cybersecurity attacks and attempted intrusions are

expected to increase in the future. We work with a large and increasing number of third-party vendors, suppliers,

platforms, software, applications, and technologies, each of which may be subject to a cybersecurity incident or

information technology failure that impacts our business or operations. We may be required to spend significant

resources to verify the implementation of cybersecurity controls by our vendors and suppliers. In addition, despite

careful security and controls design, implementation, updating, monitoring and independent third-party verification,

our information technology systems, together with those of our third-party providers or joint venture partners, have

been and could again be compromised or disrupted due to factors such as employee error or malfeasance, cyber-

attacks, including ransomware, malware, phishing attacks, advanced persistent threats, social engineering,

credential stuffing or distributed denial-of-service attacks or data or security breaches by malicious actors such as

common hackers, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations,

disruptions resulting from geopolitical events, natural disasters, failures or impairments of telecommunications

networks or other catastrophic events. Such attacks are increasing in complexity, and the rapid evolution and

increased adoption of AI technologies may intensify cybersecurity risks by making cyber-attacks more difficult to

detect, contain, and mitigate. Furthermore, remote working and personal device use increases the risks of cyber

incidents and the improper dissemination of personal or confidential information. Moreover, the hardware, software

or applications we use may have inherent vulnerabilities or defects of design, manufacture or operations or could be

inadvertently or intentionally implemented or used in a manner that could compromise information security. In

addition, cybersecurity-related threats may remain undetected for an extended period of time.

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Any cybersecurity attack, data or security breach, other security incident, compromise, damage, disruption, outage

or shutdown to our or the information technology systems or networks, or those of any businesses with which we

interact could result in lost sales, business delays, negative publicity or reputational impact, and a loss of customer

confidence, and have a material adverse effect on our business or financial results. Any such incident or breach

could also result in operational or supply chain disruptions, data loss, corruption or manipulation, or information

misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of

applications required by customers to conduct business, the acquisition, use or disclosure of data or inability to

access data, the release of confidential information about our operations, and subject us to litigation and

government enforcement actions. Further, in such event, access to applications required to plan operations, source

materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of

intellectual property or trade secrets, and loss or inappropriate disclosure of confidential company, employee,

customer or vendor information, could also stem from such incidents. Moreover, any significant cybersecurity event

could require us to devote significant management time and resources in response to such event, interfere with the

pursuit of other important business strategies and initiatives, and cause us to incur additional expenditures, which

could be material, including to investigate and remediate such event, recover lost data, prevent future compromises

and adapt systems and practices in response to such events. There is no assurance that any remedial actions will

meaningfully limit the success of future attempts to breach our information systems, particularly because malicious

actors are increasingly sophisticated and utilize tools and techniques specifically designed to circumvent security

measures, avoid detection and obfuscate forensic evidence, which means we may be unable to identify, investigate

or remediate effectively or in a timely manner. Further, we are subject to an increasing number of cybersecurity

reporting obligations in different jurisdictions that vary in their scope and application, which may add complexities in

providing complete and reliable information about cybersecurity incidents to customers, counterparties, and

regulators, as well as the public. Corporate actions may impact our cybersecurity risk profile. As part of the strategic

separation of our EMEA packaging business, we intend to assess and address these cybersecurity risks to ensure

robust protection of our operations and data assets. Additionally, while insurance coverage designed to address

certain aspects of cyber risks may be in place, such insurance coverage may be insufficient to cover all losses or all

types of claims that may arise in connection with such incidents.

Our continued growth will depend on our ability to retain existing customers and attract new customers.

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. There can be no assurance that

customers will continue to use our products or that they will be able to continue to attract new volumes at the same

rate as in the past.

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 of

our support services, the pricing of our products, the pricing, range and quality of competing products, the effects of

global economic conditions, regulatory limitations, trust, perception and interest in the paper and packaging industry

and in their products. Furthermore, customers can and do switch purchases between competing packaging

providers.

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 condition

and/or future prospects. These efforts may require substantial financial expenditures, commitments of resources,

developments of processes, and other investments and innovations without a guarantee that existing customers will

be retained and/or new customers will be attracted.

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

financial effect on our business.

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

Certain types of risks such as losses due to natural disasters, riots, acts of war or terrorism are, however, either

uninsurable or not economically insurable. In addition, even if a loss is insured, we may be required to pay a

significant deductible on 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. Any uninsured losses could have a material

adverse effect on our business, financial condition, results of operations and/or future prospects.

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

competitive advantage.

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. For example, our packaging business

owns hundreds of patents covering our designs and products. Trademarks and licenses and their effective

management play an important role in protecting intellectual property rights. The actions taken by us to protect our

respective proprietary rights may be inadequate to prevent imitation or unauthorized use. The laws of various

countries offer different levels of protection for intellectual property rights and there can be no assurance that our

intellectual property rights will not be challenged, invalidated, misappropriated or circumvented by third parties. Any

of these possibilities could have a material adverse effect on our business, financial condition, results of operations

and/or future prospects.

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

We may fail to identify, prioritize or implement digital and/or AI transformation initiatives across our operations,

including areas such as product design, materials sourcing, manufacturing, logistics, and customer delivery. Our

failure to adopt or scale these capabilities in a timely manner could impair our ability to meet evolving customer

expectations or may result in us falling behind our competitors with regards to innovation, speed to market,

manufacturing efficiency, and service performance. Any such shortfall could have a material adverse effect on our

business, financial condition, results of operations and/or future growth prospects.

RISKS RELATED TO THE SEPARATION

The proposed separation of our EMEA packaging business may not be completed, on the terms or the

timeline announced, if at all, and we may fail to realize some or all of the potential benefits of the proposed

separation.

On January 29, 2026, we announced our intention to create two independent, publicly traded companies:

International Paper will be comprised of its current business in North America including both legacy IP and DS

Smith assets, and the EMEA packaging business will be comprised of both legacy DS Smith and IP assets in

EMEA. The separation is expected to be structured as a spin-off of the combined EMEA Packaging business to

shareholders and is expected to be completed within 12-15 months, subject to the satisfaction of certain customary

conditions, including final approval by the IP Board of Directors as well as the filing and effectiveness of a

registration statement with the U.S. Securities and Exchange Commission and the publication of a prospectus

approved by the U.K. Financial Conduct Authority.

Executing the proposed separation will require significant amounts of time and effort, which could divert

management attention, disrupt the activities of our employees and have negative implications for our relationships

with our customers and other third parties. We also expect to incur additional costs and expenses in connection with

the separation.

The proposed separation is complex, and completion of the proposed separation and the timing of its completion

will be subject to a number of factors and conditions, including the readiness of the new company to operate as an

independent public company, the successful integration of both legacy DS Smith and International Paper

businesses in EMEA into one packaging business and finalization of the capital structure of the new company. The

complexity and magnitude of the restructuring and regional integration efforts associated with the separation are

significant and will continue to result in substantial costs. The restructuring and regional integration processes could

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

challenges involved in successfully restructuring and regionally integrating legacy DS Smith and International Paper

businesses in North America and EMEA, respectively, could adversely affect the ability to separate and our

business financial condition, results of operations, and cash flows. Further, unanticipated developments could delay,

prevent or otherwise adversely affect the proposed separation, including disruptions in general or financial market

conditions, material adverse changes in business or industry conditions, unanticipated costs and potential problems

or delays in obtaining various regulatory and tax approvals or clearances. There can be no assurances regarding

the ultimate timing or structure of the proposed separation or that we will be able to complete the proposed

separation on the terms or on the timeline that was announced, if at all. In the event that the separation is not

completed, we will have incurred and may continue to incur, certain significant non-recurring costs related to the

separation without realizing the anticipated benefits.

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If the separation is completed, we may not be able to achieve the full strategic and financial benefits that are

expected to result from the separation. An inability to realize some or all of the anticipated benefits of the separation,

as well as any delays encountered in the process, could have an adverse effect on our business, financial condition,

results of operations and cash flows. There can be no assurance that the combined value of the common stock and

ordinary shares of the two companies will be equal or exceed the value that our common stock might have been

had the proposed separation not occurred.

RISKS RELATED TO OUR INDEBTEDNESS

Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely

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

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

ratings below investment grade will likely eliminate our ability to access the commercial paper market, may limit

access to the capital markets, have an adverse effect on the market price of our securities, increase borrowing

costs and require us to post collateral for derivatives in a net liability position. The desire to maintain an investment

grade rating may cause us to take certain actions designed to improve our respective cash flow, including the sale

of assets, suspension or reduction of dividends and reductions in capital expenditures and working capital.

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

applies to agreements governing approximately $4.0 billion of our debt as of December 31, 2025. As a result, a

downgrade in credit rating may lead to an increase in interest expenses. There can be no assurance that our credit

ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended or

withdrawn entirely by the rating agencies if, in each rating agency’s judgment, circumstances so warrant. Any such

downgrade, suspension or withdrawal of credit ratings could adversely affect our cost of borrowing, limit access to

the capital markets or result in more restrictive covenants in agreements governing the terms of any future

indebtedness that we may incur.

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

operate our business.

As of December 31, 2025, we had approximately $9.8 billion of outstanding indebtedness. The level of our

indebtedness could have important consequences to our financial condition, operating results and business,

including the following:

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

product development, dividends, share repurchases, debt service requirements, acquisitions and general

corporate or other purposes;

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

available for other purposes, including operations, capital expenditures and future business opportunities;

•the debt service requirements of our indebtedness could make it more difficult for us to satisfy other

obligations;

•it may limit our ability to adjust to changing market conditions, including taking actions in connection with

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

competitive disadvantage compared to our competitors that have less debt;

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

variety of currencies around the world and our debt is denominated in U.S. dollars, British pounds and

Euros;

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

indebtedness in an environment where rates, despite moderating in 2025, remain elevated and subject to

ongoing volatility; and

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

make us unable to carry out capital spending that is important to our growth.

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

financial ratios and covenants. A significant or prolonged downturn in general business and economic conditions, or

other significant adverse developments with respect to our results of operations or financial condition, may affect

our ability to comply with these covenants or meet those financial ratios and tests and could require us to take

action to reduce our debt or to act in a manner contrary to our current business objectives. Moreover, the

restrictions associated with these financial ratios and covenants may prevent us from taking actions that we believe

would be in the best interest of our business and may make it difficult for us to execute our business strategy

successfully or effectively compete with companies that are not similarly restricted. Additionally, despite these

restrictions, we may be able to incur substantial additional indebtedness in the future, which might subject us to

additional restrictive covenants that could affect our financial and operational flexibility and otherwise increase the

risks associated with our indebtedness as noted above.

We are subject to risks associated with variable rate debt.

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

financing and short-term debt. We are also exposed to interest rate risk in relation to our installment notes and loans

in the Temple Inland timber monetization special purpose entities. We have variable rate debt in the aggregate

amount of approximately $2.1 billion as of December 31, 2025. Interest rates rose significantly during 2022-2024

but declined in 2025 following adjustments made by the Federal Reserve in response to economic conditions.

Interest rates could remain volatile in 2026. Changes in interest rates impact the earnings on our short-term cash

investments, the interest rate payable on our variable rate debt and credit agreements, the cost of supply chain

financing and the refinance rate on our short-term debt.

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

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

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 the required rating. Prior to

2013, certain banks had fallen below the required ratings threshold and were successfully replaced, or waivers were

obtained regarding their replacement. As a result of continuing uncertainty in the banking environment, the three

letter-of-credit banks currently in place remain subject to risk of downgrade and the number of qualified replacement

banks remains limited. The downgrade of one or more of these banks may subject us to additional costs of securing

a replacement letter-of-credit bank or could result in an acceleration of deferred income taxes of $487 million if

replacement banks cannot be obtained.

RISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

Results of legal proceedings could have a material effect on our consolidated financial results.

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

respect to antitrust and environmental matters. In addition, we are and may become subject to other loss

contingencies, both known and unknown, which may relate to past, present and future facts, events, circumstances

and occurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental

proceedings or our other loss contingencies or we become subject to any such loss contingencies in the future,

there could be a material adverse impact on our financial results. See Note 14 - Commitments and Contingent

Liabilities of Item 8. Financial Statements and Supplementary Data for further information.

For example, we (through both International Paper and our DS Smith legacy subsidiaries operating in Italy) are

among several of companies operating in the paper packaging industry subject to a decision by the Italian

Competition Authority concerning anti-competitive behavior in Italy. We are further subject to a number of actual and

threatened claims for compensation arising out of or relating to the decision by the Italian Competition Authority. In

addition, International Paper has been named as a defendant in a purported class action complaint that alleges civil

violation of Sections 1 and 3 of the Sherman Act. The complaint alleges that the defendants, beginning on

November 1, 2020 through the present, conspired to fix, raise, maintain, and/or stabilize prices of containerboard

products and seeks to recover treble damages, injunctive relief, attorneys’ fees and actual damages.

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The Company is defending and intends to continue to defend robustly against such claims. It is too early to predict

or reasonably estimate the overall outcome or ultimate potential liability (if any) that might be incurred in connection

therewith, and there can be no guarantee that the aggregate of possible damages could not have a material impact

on our financial condition.

We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation.

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. Under the tax matters agreement,

we could have significant payment obligations in connection with certain Brazilian tax matters. Under this

agreement, we have agreed to pay 60% of the first $300 million of any liability resulting from the resolution of these

Brazilian tax matters (with Sylvamo paying the remaining 40% of the first $300 million of any such liability) and

100% of any liability resulting from the Brazilian tax matters over $300 million. These Brazilian tax matters relate to

assessments for the tax years 2007-2015 of approximately $106 million in tax (adjusted for variation in currency

exchange rates) and approximately $288 million in interest, penalties, and fees (adjusted for variation in currency

exchange rates). Accordingly, the assessments total approximately $394 million (adjusted for variation in currency

exchange rates), although interest, penalties and fees continue to accrue. Under the tax matters agreement, our

potential liability for such assessments would currently be approximately $274 million (adjusted for variation in

currency exchange rates). If we were found liable to pay such amounts, this could have an adverse effect on our

business, financial condition, results of operations and/or cash flow. See Note 14 - Commitments and Contingent

Liabilities of Item 8. Financial Statements and Supplementary Data for further information.

DS Smith previously identified material weaknesses in its internal controls over financial reporting,

including its Information Technology General Control environment, that, if not properly remediated, could

increase the costs, expenses and management time required to meet the standards required by Section 404

of the Sarbanes-Oxley Act, and therefore adversely affect the business of the Company and its share price.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated

financial statements will not be prevented or detected on a timely basis.

Prior to January 31, 2025, DS Smith was not required to comply with Section 404 of the Sarbanes-Oxley Act or to

formally assess the effectiveness of its internal controls over financial reporting for that purpose. As described under