INTERNATIONAL PAPER CO /NEW/ (IP) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that INTERNATIONAL PAPER CO /NEW/ surfaced in its latest filing.

• The U.S. government in 2025 increased certain rates and broadened the scope of certain tariffs imposed on goods imported into the U.S., such as from China. On February 20, 2026, the U.S. Supreme Court struck down several sweeping tariffs, holding they exceeded authority under IEEPA. The same day, new Executive Orders were announced to restructure U.S. tariff policy.February 20, 2026
• Sale of Global Cellulose Fibers business completed.January 2026
• Announced plans to separate EMEA packaging business into an independent public company, expected to be structured as a spin-off to shareholders and completed within 12-15 months.January 29, 2026
• The mill master collective bargaining agreement with the United Steelworkers (USW) will expire in August 2027, the related mill joint pension council master agreement in September 2027, the converting master collective bargaining agreements in April 2028, and the related converting joint pension council master agreement in September 2028. The USW represents approximately 8,622 employees.
• OECD Pillar Two rule imposes a 15% global minimum tax. First component effective in 2024, second in 2025. In January 2026, OECD/G20 introduced two new Pillar Two safe harbors for US-parented multinationals effective beginning in 2026.January 2026
• International Paper named as defendant in a purported class action complaint alleging civil violation of Sections 1 and 3 of the Sherman Act, conspiring to fix, raise, maintain, and/or stabilize prices of containerboard products from November 1, 2020 through the present.
• International Paper and DS Smith legacy subsidiaries in Italy are subject to a decision by the Italian Competition Authority concerning anti-competitive behavior in the paper packaging industry, and actual and threatened claims for compensation arising from it.
• Tax matters agreement with Sylvamo Corporation covers Brazilian tax assessments for years 2007-2015 totaling approximately $106 million in tax and $288 million in interest, penalties, and fees (approximately $394 million total). International Paper pays 60% of the first $300 million of any liability and 100% of any liability over $300 million, with current potential liability of approximately $274 million.
• Independent auditors identified material weaknesses in DS Smith's internal control environment including ITGCs for fiscal years ended April 30, 2022, April 30, 2023, and April 30, 2024.
• EU AI Act, adopted in May 2024, entered implementation phase in 2025, imposing extensive obligations for high-risk AI systems.2025
• Participation for U.S. salaried employees in defined benefit plans frozen as of January 1, 2019; U.S. salaried employees hired on or after July 1, 2004 are not covered. A small legacy retiree life insurance benefit continues through 2027.
• As of December 31, 2025, International Paper had approximately $9.8 billion of outstanding indebtedness. Certain debt agreements governing approximately $4.0 billion of debt provide for an interest rate increase upon a credit rating downgrade. Aggregate variable rate debt was approximately $2.1 billion.December 31, 2025
• Temple Inland’s 2007 sales of forestlands involved irrevocable letters of credit supporting installment notes. Three letter-of-credit banks are subject to risk of downgrade, which could accelerate up to $487 million in deferred income taxes.2007