INTERNATIONAL PAPER CO /NEW/ (IP) FY 2025 MD&A

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.

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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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.