INTERNATIONAL PAPER CO /NEW/

As of December 31, 2025, an evaluation was carried out under the supervision and with the participation of the

Company’s management, including our principal executive officer and principal financial officer, of the effectiveness

of our disclosure controls and procedures (as that term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange

Act). Based upon this evaluation, our principal financial officer and principal executive officer have concluded that

the Company’s disclosure controls and procedures were effective as of December 31, 2025.

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

on January 31, 2025. The total assets and total net sales of DS Smith excluded from management’s assessment of

internal control over financial reporting 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.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

On January 31, 2025, the Company acquired DS Smith. The Company is currently in the process of incorporating

the internal controls and procedures for DS Smith into the Company’s Internal Controls over Financial Reporting

("ICFR"). At the time of the acquisition, DS Smith was not subject to Securities and Exchange Commission (“SEC”)

requirements under Section 404 of the Sarbanes Oxley Act.

Through AICPA audits performed as part of the preparation of the acquisition proxy statement, the independent

auditors identified material weaknesses in DS Smith’s ICFR environment including Information Technology General

Controls (“ITGCs”) in fiscal years ending April 30, 2022, 2023, and 2024. As noted above, Company management

did not include DS Smith in its assessment of internal control over financial reporting as of December 31, 2025.

Management continues to evaluate the ITGC deficiencies within the acquired DS Smith IT landscape and the

implications to our internal control environment. There were no material errors in the financial results or balances

identified and there was no change in previously released financial results required as a result of any identified

control deficiencies.

Management has initiated a redesign of ITGCs across DS Smith systems, including enhancing governance over

user access and system changes, by implementing additional controls where historically absent, and by delivering

training across DS Smith to further educate and upskill control and process owners. Management intends to

implement the redesigned control framework in 2026.

Except as noted above, there have been no other changes in our ICFR during the quarter ended December 31,

2025, that have materially affected, or are reasonably likely to materially affect, our ICFR.

See Item 8. Financial Statements and Supplementary Data of this Form 10-K for management's annual report on

our internal control over financial reporting and the attestation report of our independent public accounting firm.