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INTERNATIONAL PAPER CO /NEW/

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

IP$34.53+0.8%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-21.

0000051434-25-000013

Item 1A. RISK FACTORS

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-27.

0000051434-26-000055

Item 1A. RISK FACTORS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 195 previous paragraphs and 892 current paragraphs.

39 unchanged; 123 reworded; 202 added; 32 removed; 1 previous and 528 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (202)

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factor contained below.

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financial results.

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key management personnel.

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initiatives, including our 80/20 approach.

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financial effect on our business.

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competitive advantage.

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Risks Related to the Separation

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

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contemplated timeline or at all.

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our business.

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

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for our business.

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

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financial results.

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packaging companies in the markets where we operate.

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future prospects.

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including our ability to pay a cash dividend.

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

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

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

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

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

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

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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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Risks Related to the Business Combination and the Share Issuance

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•Failure to achieve the benefits and operating synergies expected from the business combination of DS Smith.

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•Exposure to significant unanticipated liabilities.

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•Shareholders are more exposed to currency exchange rate fluctuations.

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•Failure to successfully integrate DS Smith and realize the benefits and operating synergies expected from the business combination to the extent or within the timeframes anticipated

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•Adverse effects and pricing differentials arising from the maintenance of two exchange listings

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

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•If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes.

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RISKS RELATED TO THE BUSINESS COMBINATION AND THE SHARE ISSUANCE

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We may fail to successfully integrate DS Smith and realize the anticipated benefits and operating synergies expected from the business combination, which could adversely affect our business, financial condition and operating results.

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On January 31, 2025, we completed the previously announced business combination with DS Smith. The success of the business combination will depend, in significant part, on our ability to successfully integrate DS Smith, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the business combination.

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The complexity and magnitude of the integration effort associated with the business combination are significant, and integrating DS Smith has resulted, and will continue to result, in significant costs. The integration process 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 integrating DS Smith and realize the anticipated benefits of the business combination could adversely affect our business, financial condition and results of operations. These challenges include, without limitation:

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•Diversion of management’s attention from ongoing business concerns;

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•Managing the larger combined business, including in light of our increased scale and global presence;

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•Difficulties in the integration of operations and systems, including significant modifications to our internal control systems, processes and critical information systems;

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•Designing, implementing and maintaining effective internal control over financial reporting and remediating the previously disclosed material weaknesses of DS Smith;

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•Unanticipated expenses, difficulties of delays; and

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•Designing and implementing control processes to comply with additional regulations and laws related to the environment, climate change, privacy, and data protection in light of our increased scale and global presence.

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The anticipated benefits of the business combination may not be realized fully or at all, or may take longer to realize than we expect. Actual operating, technological, strategic and revenue benefits, if achieved at all, may be less significant than we expect or may take longer to achieve than anticipated. Further, our results of operations may differ from the projections made with respect to the business combination prior to closing, which were based on assumptions and estimates known to management at the time. If we are not able to realize the anticipated benefits and synergies expected from the business combination within a reasonable time, our business, financial condition and operating results may be adversely affected.

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The business combination may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations.

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The business combination may expose us to significant unanticipated liabilities relating to the operation of the combined company. These liabilities could include tax liabilities, employment or severance-related obligations under applicable law or other benefits arrangements, legal claims, warranty or similar liabilities to customers, and claims by or amounts owed to vendors. Particularly in international jurisdictions, the business combination, or our decision to enter new international markets where DS Smith previously conducted business, could also expose us to tax liabilities and other amounts previously owed by DS Smith. The occurrence of such unforeseen or unanticipated liabilities, should they be significant, could have a material adverse effect on our business, financial condition and results of operations.

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As a result of the business combination, our financial results are more exposed to currency exchange rate fluctuations and an increased proportion of assets, liabilities and earnings are denominated in non-U.S. Dollar currencies. We present our financial statements in U.S. Dollars and will have a significant proportion of net assets and income in non-U.S. Dollar currencies, primarily the Pound Sterling and Euro. Our financial condition and results of operation will therefore be more sensitive to movements in foreign exchange rates. A depreciation of non-U.S. Dollar currencies relative to the U.S. Dollar could have an adverse impact on our financial results.

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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.

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•terrorism or threats of terrorism;

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We have also been implementing certain commercial initiatives as a part of our 80/20 strategic approach and our box go-to-market strategy. Among other things, these commercial initiatives include strategically focusing our business, pricing to better reflect the services and value we provide, and aligning resources with our best and most strategic customers.

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

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On October 31, 2024, we announced that we were reviewing strategic options for our Global Cellulose Fibers business. There can be no assurance that this review will result in any kind of transaction or other outcome, or, if any transaction or other outcome occurs, the timing or terms thereof. Moreover, our ability to affect any transaction or other outcome may be dependent on a number of factors that may be beyond our control, such as market conditions, industry trends, regulatory approvals, and the availability of financing on favorable terms. In addition, even if this review ultimately results in a transaction or other outcome, there can be no assurance that such transaction or other outcome will have a positive effect on shareholder value.

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Further, there can be no assurance that this review of strategic options will not cause the diversion of management’s attention, interfere with our ability to retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation. In addition, we may incur significant costs and expenses in connection with this process. It is also possible that speculation regarding any developments related to this review and perceived uncertainties associated therewith could cause the market price of our common stock to fluctuate significantly or to decline.

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If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes.

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We received opinions from tax advisors and a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the qualification of the spin-off of Sylvamo and certain related transactions as a transaction that is generally tax-free for U.S. federal income tax purposes to Sylvamo, us and our shareholders who received a distribution of Sylvamo common stock in connection with the spin-off. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. In addition, our advisors and the IRS relied on certain representations and covenants delivered by us and Sylvamo in rendering such opinions and in the private letter ruling. If any of the representations or covenants relied upon for the tax opinions or private letter ruling were inaccurate, incomplete or not complied with by us, Sylvamo or any of their respective subsidiaries, the tax opinions and private letter ruling may be invalid and the conclusions reached therein could be jeopardized.

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If the IRS ultimately determines that the spin-off is taxable, then the spin-off could be treated for U.S. federal income tax purposes as a taxable gain to us (determined as of the date of the spin-off). In such event, significant U.S. federal income tax liabilities could be incurred by us. These income tax liabilities may be indemnifiable by Sylvamo pursuant to a tax matters agreement between us and Sylvamo. However, there can be no assurance that Sylvamo would have adequate resources or liquidity if it were required to indemnify us.

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Our U.S. funded pension plan is 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.
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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.

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

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•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.

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

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•Changes in the cost and availability of raw materials, energy and transportation have recently affected, and could continue to affect, our profitability.

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

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

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

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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.

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

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We are affected by adverse 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.

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

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•Changes in international conditions or other risks arising from conducting business internationally could adversely affect our business and operations.

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

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•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.

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

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

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

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•We may be unable to realize the expected benefits and costs savings associated with restructuring initiatives, including our 80/20 strategic approach.

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

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•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.

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

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•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.

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

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

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

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

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•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.

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

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

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

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•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.

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

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•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.

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

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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.

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

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

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

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•Our U.S. funded pension plan is 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.

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

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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.

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

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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 Securities and Exchange Commission.

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

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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.

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

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Substantially all of our business has experienced, and is expected to continue to experience, cycles relating to industry capacity, customer demand, and general

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

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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 in periods and regions where demand was lower than available supply, and there can be no assurance that this will not recur. New or existing producers of pulp or paper 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 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.

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

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Changes in the cost and availability of raw materials, energy and transportation have recently affected, and could continue to affect, our profitability.

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

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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 upon 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.

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

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Moreover, the availability of labor and the market price for fuel may affect third-party transportation costs.

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

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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.

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

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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 and 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 and other geopolitical conflicts, 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.

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

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

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

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We operate in a competitive international environment in all operating segments. Our products compete with products produced by other forest products companies. Product innovations, manufacturing and operating efficiencies, additional manufacturing capacity, distribution and commercial strategies pursued or achieved by competitors, the increased use of artificial intelligence ("AI") and machine learning solutions in the paper industry, 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

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

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

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Pricing in the paper and packaging industry can be affected by, among other things, product commoditization, changes in demand, price reductions, entrance of new competitors or capacity, changes in product supply, and the introduction of new products, technologies and equipment, including the use of 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.

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

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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.

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

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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.

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

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•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.

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

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General economic conditions may adversely affect industrial non-durable goods production, consumer confidence and spending, and employment levels, all of which impact demand for our products, or otherwise adversely affect our business. We may also be adversely affected by catastrophic or other unforeseen events, including health epidemics or pandemics, 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 pandemics could also adversely impact portions of our business to varying degrees, including as the result of lower 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 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.

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

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Macroeconomic conditions in the U.S., Europe and globally continue to be challenging in certain respects, including as the result of significant inflationary pressures impacting recent periods, elevated interest rates, challenging labor market conditions, 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. 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.

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

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

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

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could continue to affect, our profitability.

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

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

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adversely affect our business and operations.

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

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requirements could impact our business and results of operations.

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

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

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used to manage operations and other business processes.

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

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

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adversely affect our business and results of operations.

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

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

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

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

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

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

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

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

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

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

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financial condition, results of operations and cash flows.

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

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

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

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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

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

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

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

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

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

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

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

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

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could continue to affect, our profitability.

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

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Previous report — wording carried elsewhere

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.