International Paper Company

ITEM 1A.RISK FACTORS

OtTher than as set forth below, there he have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K (Part I, Item 1A) for the period ended December 31, 2024.

Changes and in international conditions or oour Quarterly Report on Form 10-Q for ther risks arising from conducting business internationally could adversely affect our business and operations quarter ended March 31, 2025 (Part II, Item 1A), other than as described below.

As a global producerRISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

Results of renewable fiber-based packaglegal proceeding and pulp products, we operate in many dis could have a material efferent countries. As act on our consolidated financial result, ws.

We are vulnerable to risks rea party to various legal, regulated to our intory and governationmental operations. These risks, which can vary substantially by countryproceedings and other related matters, include economic or political instability, geopolitical events, corruption,ing with respect to anti-American sentitrust and environment, expropriation measures, social and ethnic unrest, natural disasters, military conflicts and terrorism, al matters. In addition, we are and may become subject to othe regulatory environment (including the risks of operating in developing or emerging markets in r loss contingencies, both known and unknown, which there are significant uncertainties regarding the interpretationmay relate to past, present and future facts, events, circumstances and enforceability of legal requirements and the enforceability of contractual rights and intellectual property rights), adverse currency fluctuations, foreign exchange control regimes (incluoccurrences. Should an unfavorable outcome occur in connection with the legal, regulatory or governmental proceeding restrictions on currency conversion), downturns or our other loss contingencies or changes in economic we become subject to any such loss conditions (includingtingencies in relation tothe future, there commodity inflation and tariffs),uld be a material adverse tax consequences or rulings, importimpact on our financial restrictions, controls orults. See Note 13 - Commitments and Contingent Liabilities oto ther trade Condensed Notes to the Consolidated Financial Statements protection measures, economic sancfor further informations, health guidelines and safety protocols, nationaliza.

For example, we (through both Internation, changes in social, political or labor conditions, and adverse developments regardal Paper and our DS Smith subsidiaries operating sustainability, environmenin Ital regulations and trade policies and agreements, any y) are among a number of which risks could negatively affect our financial results. For example, a portion of our sales could be adversely affected by changescompanies operating in the paper packaging in economic conditions anddustry subject to a demographics, including as a result of tariffs. Trade protecticision by the Italian Competition measures in favor of local produAuthority concers of competning products, including governmental subsidies, tariffs, tax benefits and oanti-competitive behavior in Italy. We are further measures may give local producers a competitive advantagesubject to a number of actual and adversely impact our operthreatened claims for compensating results and our business prospects in on arising out of or relating to the decision by these countries. Likewise, disrup Italian Competition Authority. In addition in existing trade agreements or increas, International Paper has been named trade friction between countries (such as in relation toas a defendant in a purported class action complaint the trade tensions between the U.S. at alleges civil violation of Sections 1 and China) could have a negative effect on our business and results of operations by restrict3 of the Sherman Act. The complaint alleges that the defendants, beginning the free flow of goods and services across borders. Additionally, the U.S. government recently increased certin November 1, 2020 through the time of filing, conspired to fix, raise, main rates and broadened the scopetain, and/or stabilize prices of cerontain tariffs imposed on goods imported into the U.S., such as from China, which may strain international trade relationerboard products and finished packaging products and increase the risk that foreign gseeks to recovernments implement treble damages, injunctive retaliatory tariffs on goods imported from the United States. Specifically, the U.S. government implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods. If lasting,lief, attorneys fees and actual damages.

Given the early stage of the claim and our intention to defend robustly against such tariffs and any further legislationclaim, it is too early to predict or actions taken by reasonably estimate the U.S. fedeoveral government that restrict trade, such as additionl outcome or ultimate potential tariffs, trade barriers,liability (if and other protectionist or retaliatory measures taken by governments in Europe, Asiay) that might be incurred in connection therewith, and other countries, could adversely impact our ability to sell products and services in our international markets. Tariffs e can be no guarantee that the aggregate of possible damages could increase the cost of our products and the components and raw not have a materials that go into impact on our manufacturing process. financial condition.

These increased costs could adversely impact the profit margin that we earn on our products, which could make our products less competitivere are risks associated with our review of strategic options for our Global Cellulose Fibers business, and reduce consumer demand. Countries have and may continuthere is no assurance to also adopt other protectionist measuhat this review will res that could limit our abilitult in any to offeransaction or our products and services. Conversely, these tariffs and retaliatory tariffs may be subject to negotiatither outcome.

We are pursuing strategic options which could lower or remove them in the near or longer term with a return to more normalized tradfor our Global Cellulose Fibers business following our strategic review of the business. There conditions in some instan be no assurances. Due to that this uncertainty, the process will resultimate impact of  in any tariffs akind of trade tensnsaction is unclear and will depend on various for other outcome, or, if any transactors, including if ion or othere are negotiated bila outcome occurs, the timing or teral agreementms to remhereof. Moreove or lower tariffs,r, our ability to affect and the timing, amount, scope, and nature of y transaction or othe tariffs that remain implemented.

We may continue to be adversely affected by ongoing geopolitical instability and the economicr outcome may be dependent on a number of factors that may be beyond our consequences and disruptrol, such as market conditions arising therefrom, including as the result of the milita, industry trends, regulatory conflict between Russiaapprovals, and Ukraine, the conflict in the Middle East, and increasavailability of financing tensions between China and Taiwan. These risks may be further heightened in the eon favorable terms. In addition, event o if the expansion in the scope or escalation of any such conflicts. In addition, changes to economic sanis review ultimately results in a transactions programs, could put us at risk of violating sanctions or other outcome, there can be no as a result of an existing presence in a newly sansurance that such transactioned jurisdiction or relationship or other outcome with a newly sanctioned entity if we fail or ll have a positive effect on share unable to end such presence or relationship in a timely manner.

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In holder value. Further, any transaddiction, we are subject to laws rela related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and our Global Cellulose Fibers business, changes in ther corrupt practices. Anti-bribery laws such as the U.K. Bribery Act 2010, t macroeconomic environment or the Foreign Corrupt Primpactices Act  of 1977, and similar worldwide anti-corruption laws generally prohibit cotariffs could result in asset impanies and their intermediaries from making improper payments to public officiirment charges.

There can als for the purpose of obtaining or retaining business. Further,o be no assurance the U.S. Department of the Treasurys Office of Foreign Assets Control and oat this process will not cause ther non-U.S. govern diversion of management s attentities maon, intain economic sanctions targeting various countries,erfere with our ability to retain or attract key persons and entities. We are also subject to the laws and regulations of governmental andnel, disrupt our business, adversely impact important business regulatory agencies. Failure to compionships, adversely with domestic oimpact our foreign laws couldinancial result in various adverse consequences for us including the imposis, or expose us to litigation of civil or crimi.

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Inal sanc additions, reputational damage and the prosecution of executives overseeing international operations.

We are, we may incur significant costs and exposed to the translatenses in connection of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuwith this process. It is also possible that speculations on their commercial transactions denominated in foreign currencies. Adverse move and perceived uncertainties regarding any developments in foreign exchange rates relating to foreign currency denominatedrelated to this review commodities, assets and liabilities, and transactions could have a material impact onuld cause the market price of our business, financial condition, results of operations and/common stock to fluctuate significantly or future prospectsto decline.