International Paper (IP) risk factors, FY2025 10-K

International Paper's FY2025 10-K, filed Feb 27, 2026, lists 32 risk factors in 16 groups. Against the prior year's 33: 10 new, 11 dropped, 16 substantially reworded.

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Risk factors listed
3216 groups
New this year
10vs 33 last year
Dropped
11since the prior 10-K
Substantially reworded
16of those kept
Section length
13k wordsItem 1A

What the changes say

  • Proposed EMEA packaging spin-off introduces execution, cost, regulatory-approval and customer-disruption risk.
  • DS Smith adds material internal-control weaknesses involving IT access, change management and security.
  • Restructuring closed numerous North American and EMEA facilities, reducing the workforce by approximately 1,400.
  • Variable-rate debt rose from approximately $908 million to $2.1 billion, increasing interest-rate exposure.

What changed since the prior 10-K

New

  • NewRISKS RELATED TO INDUSTRY CONDITIONS

    However, there can be no certainty that those strategies and tools will continue to manage such impact in the future

    Energy-price volatility, geopolitical conflicts and packaging-industry pricing pressure could overwhelm the company’s cost-management strategies.

  • NewRISKS RELATED TO INDUSTRY CONDITIONS

    We operate in a competitive international environment. Our products compete with other forest products and packaging companies in the markets where we operate

    Competitors, plastic and metal substitutes, supplier or customer relationship changes, and AI-enabled production could pressure International Paper’s pricing and results.

  • NewRISKS RELATED TO MARKET AND ECONOMIC FACTORS

    In addition, our international operations are subject to laws related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.K

    International anti-bribery laws, sanctions and other regulatory requirements could produce fines, criminal sanctions, executive prosecutions and reputational damage.

  • NewRISKS RELATED TO MARKET AND ECONOMIC FACTORS

    We are exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currencies

    Foreign-exchange movements could reduce translated overseas results and affect commodities, assets, liabilities and transactions denominated in foreign currencies.

  • NewRISKS RELATED TO OUR OPERATIONS

    Following the separation of our EMEA packaging business, we will evaluate our exposure to international climate regulations

    After separating the EMEA packaging business, climate regulations and environmental liabilities could require major expenditures, sanctions, remediation and third-party claims.

  • NewRISKS RELATED TO OUR OPERATIONS

    We maintain business insurance that we consider to be adequate and appropriate for our business and activities

    Natural disasters, war, terrorism and other uninsured or underinsured losses could exceed coverage or require significant deductibles.

  • NewRISKS RELATED TO THE SEPARATION

    The proposed separation of our EMEA packaging business may not be completed, on the terms or the timeline announced, if at all, and we may fail to realize some or all of the potential benefits of the proposed separation

    The planned EMEA packaging spin-off may be delayed or abandoned, divert management attention, disrupt relationships and incur additional costs.

  • NewRISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

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

    Inherited DS Smith IT general-control weaknesses involving access, change management, third-party oversight, authentication and security affect current financial-control reporting.

  • NewRISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

    Management intends to implement the redesigned control framework in 2026

    Failed remediation of DS Smith’s controls could cause additional costs, delayed filings, listing problems, weaker investor confidence and lower share value.

  • NewRISKS RELATED TO CLIMATE AND WEATHER AND SOCIAL AND ENVIRONMENTAL IMPACT REPORTING

    These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and drought

    Climate change could reduce forest productivity, disrupt energy and water availability, spread pests and disease, and increase sustainability-related regulatory and market pressure.

Dropped

  • DroppedRISKS RELATED TO THE BUSINESS COMBINATION AND THE SHARE ISSUANCE

    We may fail to successfully integrate DS Smith and realize the anticipated benefits and operating synergies expected from the business combination, which could adversely affect our business, financial condition and operating results

  • DroppedRISKS RELATED TO THE BUSINESS COMBINATION AND THE SHARE ISSUANCE

    The business combination may expose us to significant unanticipated liabilities that could adversely affect our business, financial condition and results of operations

    Integration of DS Smith and realization of its revenue, strategic and synergy benefits.

  • DroppedRISKS RELATED TO INDUSTRY CONDITIONS

    Changes in the cost and availability of raw materials, energy and transportation have recently affected, and could continue to affect, our profitability

    Unanticipated tax, employment, legal, warranty and vendor liabilities from the DS Smith combination.

  • DroppedRISKS RELATED TO INDUSTRY CONDITIONS

    Moreover, the availability of labor and the market price for fuel may affect third-party transportation costs

  • DroppedRISKS RELATED TO INDUSTRY CONDITIONS

    Competition and downward pricing pressure in the global packaging industry could negatively impact our financial results

  • DroppedRISKS RELATED TO OUR OPERATIONS

    (the “Pillar Two rule”)

    Costs and availability of virgin and recycled fiber, chemicals, energy and transportation.

  • DroppedRISKS RELATED TO OUR OPERATIONS

    There are risks associated with our review of strategic options for our Global Cellulose Fibers business, and there is no assurance that this review will result in any transaction or other outcome

    Difficulty passing higher raw-material, energy and transportation costs to customers.

  • DroppedRISKS RELATED TO OUR OPERATIONS

    Uninsured losses or losses in excess of our insurance coverage for various risks could have an adverse financial effect on our business

    Global packaging competition, including competitors’ AI and machine-learning adoption.

  • DroppedRISKS RELATED TO OUR OPERATIONS

    We may fail to identify or leverage digital and/or AI transformation initiatives

  • DroppedRISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

    If our spin-off of Sylvamo Corporation were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then we may be subject to significant U.S. federal income taxes

  • DroppedRISKS RELATED TO OUR PENSION AND HEALTHCARE COSTS

    Our U.S. funded pension plan is currently fully funded on a projected benefit obligation basis; however, the possibility exists that over time we may be required to make cash payments to the plan, reducing the cash available for our business

Reworded

  • 97% rewrittenRISKS RELATED TO CLIMATE AND WEATHER AND SOCIAL AND ENVIRONMENTAL IMPACT REPORTING

    We are subject to risks associated with climate change and other sustainability matters and global, regional and local weather conditions as well as by legal, regulatory, and market responses to climate change

    Adds prolonged heat and freezing conditions as climate hazards, while retaining risks to facilities, supply chains, raw materials and costs.

  • 66% rewrittenRISKS RELATED TO OUR OPERATIONS

    We may be unable to realize the expected benefits and cost savings associated with restructuring initiatives, including our 80/20 approach

    Replaces general restructuring examples with specific North American and EMEA closures, approximately 1,400 job reductions, the completed cellulose-fibers sale and planned EMEA separation.

    Was: We may be unable to realize the expected benefits and cost savings associated with restructuring initiatives, including our 80/20 strategic approach

  • 65% rewrittenRISKS RELATED TO INDUSTRY CONDITIONS

    Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality and changes in customer or consumer preferences, and government regulation could materially affect our financial condition, results of operations and cash flows

    Changes new-producer references from pulp or paper to paper and sustainable packaging, while removing the explicit supply-over-demand explanation for falling prices and volumes.

  • 64% rewrittenRISKS RELATED TO MARKET AND ECONOMIC FACTORS

    Changes in international conditions or other risks arising from conducting business internationally could adversely affect our business and operations

    Removes the description of International Paper as a pulp producer but otherwise retains the broad international-operating and geopolitical risk discussion.

  • 64% rewrittenRISKS RELATED TO OUR OPERATIONS

    We are subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements, could impact our business and results of operations

    Makes only a minor wording change, saying the company is also subject to LSE requirements.

  • 58% rewrittenRISKS RELATED TO OUR PENSION AND HEALTHCARE COSTS

    Our pension and health care costs are subject to numerous factors which could cause these costs to change

    Adds that DS Smith and predecessor companies maintained multiple defined-benefit pension arrangements for different employee groups.

  • 56% rewrittenRISKS RELATED TO OUR OPERATIONS

    We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin- offs, capital investments, capital projects and other corporate transactions that are or will be pursued

    Replaces the DS Smith acquisition example with the planned EMEA separation and adds higher 80/20 capital spending plus project-delay risk.

  • 43% rewrittenRISKS RELATED TO OUR INDEBTEDNESS

    We are subject to risks associated with variable rate debt

    Raises variable-rate debt from approximately $908 million at December 31, 2024 to $2.1 billion at December 31, 2025, and notes 2025 rate declines and 2026 volatility.

  • 41% rewrittenRISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

    Results of legal proceedings could have a material effect on our consolidated financial results

  • 40% rewrittenRISKS RELATED TO OUR OPERATIONS

    We may not be able to adequately secure and protect our intellectual property rights, which could harm our competitive advantage

  • 39% rewrittenRISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

    We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation

  • 38% rewrittenRISKS RELATED TO MARKET AND ECONOMIC FACTORS

    We are affected by developments in general business and economic conditions, which could have an adverse effect on the demand for our products, our financial condition and the results of our operations including our ability to pay a cash dividend

    Was: We are affected by adverse developments in general business and economic conditions, which could have an adverse effect on the demand for our products, our financial condition and the results of our operations

  • 29% rewrittenRISKS RELATED TO OUR OPERATIONS

    Our failure to maintain good employee or labor relations may affect our respective operations

  • 23% rewrittenRISKS RELATED TO OUR OPERATIONS

    Our continued growth will depend on our ability to retain existing customers and attract new customers

  • 23% rewrittenRISKS RELATED TO OUR INDEBTEDNESS

    Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes

  • 23% rewrittenRISKS RELATED TO OUR OPERATIONS

    We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel

All 32 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Pension and Healthcare Costs

  1. 01The Company faces a variety of risks, including risks in the normal course of business and through global, regional, and local events that could have an adverse impact on its reputation, operations, and financial performance

RISKS RELATED TO INDUSTRY CONDITIONS

  1. 02Fluctuations in the prices of and the demand for our products due to factors such as economic cyclicality and changes in customer or consumer preferences, and government regulation could materially affect our financial condition, results of operations and cash flows65% rewritten
  2. 03However, there can be no certainty that those strategies and tools will continue to manage such impact in the futureNew
  3. 04We operate in a competitive international environment. Our products compete with other forest products and packaging companies in the markets where we operateNew

RISKS RELATED TO MARKET AND ECONOMIC FACTORS

  1. 05Our maintenance of two exchange listings may adversely affect liquidity in the market for our shares of common stock and result in pricing differentials of shares of common stock between the two exchanges
  2. 06We are affected by developments in general business and economic conditions, which could have an adverse effect on the demand for our products, our financial condition and the results of our operations including our ability to pay a cash dividend38% rewritten
  3. 07Changes in international conditions or other risks arising from conducting business internationally could adversely affect our business and operations64% rewritten
  4. 08In addition, our international operations are subject to laws related to operations in foreign jurisdictions, including laws prohibiting bribery of government officials and other corrupt practices. Anti-bribery laws such as the U.KNew
  5. 09We are exposed to the translation of the results of overseas subsidiaries into their respective reporting currencies, as well as the impact of currency fluctuations on their commercial transactions denominated in foreign currenciesNew

RISKS RELATED TO OUR OPERATIONS

  1. 10We are subject to a wide variety of laws, regulations and other government requirements that may change in significant ways, and the cost of compliance with such requirements, or the failure to comply with such requirements, could impact our business and results of operations64% rewritten
  2. 11Following the separation of our EMEA packaging business, we will evaluate our exposure to international climate regulationsNew
  3. 12Material disruptions at one of our manufacturing facilities could negatively impact financial results
  4. 13We operate in a challenging market for talent and may fail to attract and retain qualified personnel, including key management personnel23% rewritten
  5. 14Our failure to maintain good employee or labor relations may affect our respective operations29% rewritten
  6. 15We may be unable to realize the expected benefits and cost savings associated with restructuring initiatives, including our 80/20 approach66% rewritten
  7. 16We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, spin- offs, capital investments, capital projects and other corporate transactions that are or will be pursued56% rewritten
  8. 17We are subject to cybersecurity and information technology risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information as well as breaches in the technology used to manage operations and other business processes
  9. 18Our continued growth will depend on our ability to retain existing customers and attract new customers23% rewritten
  10. 19We maintain business insurance that we consider to be adequate and appropriate for our business and activitiesNew
  11. 20We may not be able to adequately secure and protect our intellectual property rights, which could harm our competitive advantage40% rewritten

RISKS RELATED TO THE SEPARATION

  1. 21The proposed separation of our EMEA packaging business may not be completed, on the terms or the timeline announced, if at all, and we may fail to realize some or all of the potential benefits of the proposed separationNew

RISKS RELATED TO OUR INDEBTEDNESS

  1. 22Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities
  2. 23The level of our indebtedness could adversely affect our financial condition and impair our ability to operate our business
  3. 24We are subject to risks associated with variable rate debt43% rewritten
  4. 25Downgrades in the credit ratings of banks issuing certain letters of credit will increase our cost of maintaining certain indebtedness and may result in the acceleration of deferred taxes23% rewritten

RISKS RELATED TO LEGAL PROCEEDINGS AND COMPLIANCE COSTS

  1. 26Results of legal proceedings could have a material effect on our consolidated financial results41% rewritten
  2. 27We could be exposed to liability for Brazilian taxes under our agreements with Sylvamo Corporation39% rewritten
  3. 28A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basisNew
  4. 29Management intends to implement the redesigned control framework in 2026New

RISKS RELATED TO CLIMATE AND WEATHER AND SOCIAL AND ENVIRONMENTAL IMPACT REPORTING

  1. 30We are subject to risks associated with climate change and other sustainability matters and global, regional and local weather conditions as well as by legal, regulatory, and market responses to climate change97% rewritten
  2. 31These adverse weather conditions and other physical impacts which may be exacerbated as the result of climate change include floods, hurricanes, tornadoes, earthquakes, hailstorms, wildfires, snow, ice storms and droughtNew

RISKS RELATED TO OUR PENSION AND HEALTHCARE COSTS

  1. 32Our pension and health care costs are subject to numerous factors which could cause these costs to change58% rewritten

Other International Paper 10-Ks

  • FY2024 10-K risk factors
    36 risks

    Integration of the DS Smith acquisition, currency exposure, and heavy debt loads dominate the risk profile following recent corporate transactions.

    Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.