INTERNATIONAL PAPER CO /NEW/

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported (and accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure) within the time periods specified in the SEC's rules and forms. As of the end of the period covered by this Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2026. This conclusion reflects management’s determination that the previously identified and disclosed information technology general controls (“ITGC”) deficiencies within the legacy DS Smith information technology environment constitute a material weakness in the Company’s internal control over financial reporting (the “ITGC Material Weakness”).

Notwithstanding the material weakness described below, Management has concluded that the financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows in conformity with U.S. GAAP.

Material Weakness

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

As more fully discussed in Item 1A “Risk Factors” of this report, prior to the acquisition of DS Smith on January 31, 2025, a material weakness was identified related to the aggregation of deficient controls within the legacy DS Smith information technology environment. At the time of the acquisition, DS Smith was not subject to the internal control requirements of Section 404 of the Sarbanes-Oxley Act. Following the acquisition, management began integrating DS Smith into the Company's internal control framework, including assessing and remediating existing ITGC deficiencies in the Company's internal control over financial reporting.

Based on the results of management's assessment as of September 30, 2026, including the results of design and effectiveness testing, management concluded that the control deficiencies related to the legacy DS Smith ITGCs, constitute a material weakness in the Company's internal control over financial reporting.

The Company is undertaking the separation of its EMEA packaging business. As a result, the Company anticipates that the material weakness in the Company's internal control over financial reporting will be remediated following completion of the separation.

Changes in Internal Control over Financial Reporting

Other than the identification of the ITGC Material Weakness described above, there were no changes to the Company's internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.