INTERNATIONAL PAPER CO /NEW/

REPORT OF MANAGEMENT ON:

Financial Statements

The management of International Paper Company is responsible for the preparation of the consolidated financial

statements in this Annual Report on Form 10-K. The consolidated financial statements have been prepared using

accounting principles generally accepted in the United States of America considered appropriate in the

circumstances to present fairly the Company’s consolidated financial position, results of operations and cash flows

on a consistent basis. Management has also prepared the other information in this Annual Report on Form 10-K and

is responsible for its accuracy and consistency with the consolidated financial statements.

As can be expected in a complex and dynamic business environment, some financial statement amounts are based

on estimates and judgments. Even though estimates and judgments are used, measures have been taken to

provide reasonable assurance of the integrity and reliability of the financial information contained in this Annual

Report on Form 10-K. We have formed a Disclosure Committee to oversee this process.

The accompanying consolidated financial statements have been audited by the independent registered public

accounting firm Deloitte & Touche LLP (PCAOB ID No.34). During its audits, Deloitte & Touche LLP was given

unrestricted access to all financial records and related data, including minutes of all meetings of shareholders and

the Board of Directors and all committees of the Board of Directors. Management believes that all representations

made to the independent auditors during their audits were valid and appropriate.

Internal Control Over Financial Reporting

The management of International Paper Company is also responsible for establishing and maintaining adequate

internal control over financial reporting (as defined in Rules (13a-15(e) and 15d-15(e) under the Exchange Act).

ICFR is the process designed by, or under the supervision of, our principal executive officer and principal financial

officer, and effected by our Board of Directors, management and other personnel to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes. All

internal control systems have inherent limitations, including the possibility of circumvention and overriding of

controls, and therefore can provide only reasonable assurance of achieving the designed control objectives. The

Company’s internal control system is supported by written policies and procedures, contains self-monitoring

mechanisms, and is audited by our internal audit function. Appropriate actions are taken by management to correct

deficiencies as they are identified. Our procedures for financial reporting include the active involvement of senior

management, our Audit and Finance Committee and our staff of highly qualified financial and legal professionals.

The Company has assessed the effectiveness of its internal control over financial reporting as of December 31,

2025. In making this assessment, it used the criteria described in “Internal Control – Integrated Framework (2013)”

issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this

assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial

reporting was effective.

In accordance with SEC guidance, management's assessment of the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2025 excluded DS Smith, which was acquired by the Company

during the last fiscal year on January 31, 2025. DS Smith constituted approximately 43% of the Company’s total

assets as of December 31, 2025 and approximately 33% of the Company’s total net sales for the year ended

December 31, 2025, respectively.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued its report on the

effectiveness of the Company’s internal control over financial reporting.

Internal Control Environment And Board Of Directors Oversight

Our internal control environment includes an enterprise-wide attitude of integrity and control consciousness that

establishes a positive “tone at the top.” This is exemplified by our ethics program that includes long-standing

principles and policies on ethical business conduct that require employees to maintain the highest ethical and legal

standards in the conduct of International Paper business, which have been distributed to all employees. The

Company provides a toll-free telephone helpline whereby any employee may anonymously report suspected

violations of law or International Paper’s policy; and maintains an office of ethics and business practice. The internal

control system further includes careful selection and training of supervisory and management personnel,

appropriate delegation of authority and division of responsibility, dissemination of accounting and business policies

throughout International Paper, and an extensive program of internal audits with management follow-up.

The Board of Directors, assisted by the Audit and Finance Committee, monitors the integrity of the Company’s

financial statements and financial reporting procedures, the performance of the Company’s internal audit function

and independent auditors, and other matters set forth in its charter. The Audit and Finance Committee, which

consists of independent directors, meets regularly with representatives of management, and with the independent

auditors and the Internal Auditor, with and without management representatives in attendance, to review their

activities. The Audit and Finance Committee Charter takes into account the New York Stock Exchange rules relating

to audit committees and the SEC rules and regulations promulgated as a result of the Sarbanes-Oxley Act of 2002.

The Audit and Finance Committee has reviewed and discussed the consolidated financial statements for the year

ended December 31, 2025, including critical accounting policies and significant management judgments, with

management and the independent auditors. The Audit and Finance Committee’s report recommending the inclusion

of such financial statements in this Annual Report on Form 10-K will be set forth in our Proxy Statement.

ANDREW K. SILVERNAIL

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

LANCE T. LOEFFLER

SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER