INTERNATIONAL PAPER CO /NEW/

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

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.