Sylvamo (SLVM) 10-12B/ARegistration of securities (amended)

Exhibit 99.1

Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Preliminary Information Statement

(Subject to Completion, dated August 23, 2021)

INFORMATION STATEMENT

SYLVAMO CORPORATION

Common Stock, Par Value $1.00 Per Share

International Paper Company (“International Paper”) is making this information statement available to its shareholders in connection with the pro rata distribution to International Paper shareholders of approximately 80.1% of the outstanding shares of common stock of Sylvamo Corporation, a Delaware corporation (“Sylvamo”).

In the distribution, holders of International Paper common stock will receive one share of Sylvamo common stock for every 11 shares of International Paper common stock owned at 5:00 p.m., Eastern Time, on September 15, 2021, the record date for the distribution (the “Record Date”). No fractional shares of Sylvamo common stock will be issued. If you would be entitled to a fractional share of Sylvamo common stock, then you will instead receive a cash payment with respect to the fractional share.

Sylvamo is currently a subsidiary of International Paper and will own and operate International Paper’s Printing Papers segment along with certain coated paperboard and pulp businesses in Latin America, Europe and North America following the distribution (the “Printing Papers business”). International Paper will continue to own and operate its Industrial Packaging and Global Cellulose Fibers businesses following the distribution. Following the distribution, International Paper will own approximately 19.9% of the outstanding shares of common stock of Sylvamo, and Sylvamo will be a separate public company.

We expect the distribution of Sylvamo common stock to be completed at 12:01 a.m., Eastern Time, on October 1, 2021. You do not have to vote or take any other action to receive your shares of Sylvamo common stock or cash in lieu of fractional shares. You will not be required to surrender your shares of International Paper common stock or pay any consideration in connection with the distribution. Your shares of Sylvamo common stock will be distributed by book-entry, which means that we will not issue physical stock certificates. The number of shares of International Paper common stock that you currently own will not change as a result of the distribution.

To implement the distribution, International Paper will distribute the shares of Sylvamo common stock on a pro rata basis to International Paper’s shareholders in a manner that is intended to be tax-free to International Paper’s shareholders for U.S. federal income tax purposes, except for cash that shareholders receive in lieu of fractional shares.

International Paper currently owns all of the outstanding shares of Sylvamo common stock. Accordingly, there is no current trading market for Sylvamo common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the Record Date (as defined herein). We expect “regular-way” trading of Sylvamo common stock to begin on the date of the distribution. Sylvamo has applied to have its common stock authorized for listing on the New York Stock Exchange (“NYSE”) under the symbol “SLVM.” As discussed under “The Distribution—Listing and Trading of the Shares of Sylvamo Common Stock” and “The Distribution—Trading Prior to the Distribution Date,” if you sell your International Paper common stock after the Record Date and before the Distribution Date (as defined herein), you will still be entitled to receive shares of Sylvamo common stock in the distribution.

No vote of shareholders is required in connection with the distribution. We are not asking for a proxy and you are requested not to send a proxy.

Holding and disposing of shares of Sylvamo common stock involves risks. In reviewing this information statement, you should carefully consider the matters described in the section entitled “Risk Factors” of this information statement.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement is not an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is                , 2021.

International Paper first mailed a Notice of Internet Availability of Information Statement Materials containing instructions on how to access this information statement to its shareholders on or about                , 2021.

Market and Industry Data

The market and industry data contained in this information statement, including trends in our markets and our position within such markets, are based on a variety of sources, including our good faith estimates, which are derived from our review of internal surveys, information obtained from customers and suppliers and publicly available information, as well as from independent industry publications, reports by market research firms and other published independent sources, including Fastmarkets RISI (“RISI”), a pulp and paper industry source, and are presented as of the date of this information statement. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable.

Trademarks and Copyrights

We own or have rights to various trademarks, logos, service marks and trade names that we use in connection with the operation of our business, including Hammermill^®, Chamex^®, REY^®, SvetoCopy^® and Postmark^®. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this information statement are listed without the ^™, ^® and ^© symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names and copyrights included or referred to in this information statement. Products and brand designations appearing in italics are trademarks of the Company.

Certain Important Terms

“CAGR” means compound average growth rate.

“Lost Work Incident Rate” or “LWIR” measures the number of cases of recordable injuries with days away from work per 100 employees over a one-year period.

“Joint Marketing Agreement” means the Joint Marketing Agreement between JSC Ilim Group and ZAO International Paper related to the UFS production of JSC Ilim Group.

“Overall Equipment Effectiveness” is a measure of the overall machine efficiency with performance or speed included. It is calculated as (i) Overall Machine Efficiency multiplied by (ii) actual speed divided by standard speed.

“Overall Machine Efficiency” is a measure of actual tons produced compared to the optimal production level. It is calculated as acceptance percentage multiplied by availability percentage. For purposes of this definition, acceptance percentage equals weighed tons at the scale classified as good saleable (“A1”) production divided by tons produced off the reel that included both A1 production and paper loss, and availability percentage equals the hours a machine is run divided by the hours the machine is available.

“operating rates” are calculated as (i) expected demand less imports plus exports divided by (ii) capacity, in each case measured by geography.

“Printing Papers business” means International Paper’s Printing Papers segment along with certain coated paperboard and pulp businesses in Latin America, Europe and North America.

“Total Incident Rate” or “TIR” measures the number of work-related injuries per 100 employees over a one-year period.

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2020 Revenues by Segment		2020 Business Segment Operating Profit

Sylvamo recognizes that a sustainably managed forest is one that maintains and enhances economic, social, and environmental values for the benefit of present and future generations. We are deeply committed to long-term environmental sustainability by ensuring sustainable sourcing of fiber and investing in and utilizing renewable energy resources. The majority of our mills are located in attractive and sustainable fiber baskets that provide access to high quality, low-cost fiber. Our practice of sourcing fiber from well-managed forests promotes the long-term health and productivity of forests. A majority of our fiber supply in the United States and France comes from privately owned forests. We work with landowners and wood suppliers to advance credible third-party forest certifications to improve our percentage of certified fiber. We follow a Fiber Certification Policy that accepts globally recognized forest management standards. These include the PEFC and standards recognized by PEFC, including the American Tree Farm System^® (“ATFS^®”) and Sustainable Forestry Initiative^® (“SFI^®”) in the United States and the Brazilian National Forest Certification Program, Certificacão Florestal (“CERFLOR”) in Brazil. We expect existing FSC^® certification to be transferred to Sylvamo from International Paper prior to the distribution.

We own 250,000 acres of strategic forest plantations in close proximity to our mills in Brazil, which provides a sustainable source of high quality hardwood fiber from fast-growth eucalyptus. We reserve 75,000 acres towards our conservation efforts, through which we plant native tree species to help preserve biodiversity. In Russia, we have long-term harvesting rights on 860,000 acres of government-owned forestland, where we also plant seedlings to maintain the health and productivity of forest ecosystems for future generations. Sylvamo’s forestlands in Brazil and Russia are a significant source of value for our business and are strategic assets in profitable geographies. All the forestland we own in Brazil is certified under CERFLOR, and we expect existing FSC^® certification to be transferred to Sylvamo from International Paper prior to the distribution. Our forestland

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We rank third in supply position in Europe, including our mill in Russia and JSC Ilim Group’s expected cutsize capacity under the Joint Marketing Agreement as of December 2020, according to Fisher International. We have consistently outperformed relative to industry demand in Europe. From 2011 to 2019, while the overall UFS demand in Europe fell by 2%, the demand for our products remained stable. Demand for UFS in Western Europe declined at a 2.8% CAGR from 2014 to 2019, and we expect demand for UFS in Western Europe to continue to decrease by a 2.7% CAGR from 2021 to 2025, based on RISI data and forecasts. In Eastern Europe, demand for UFS declined at a 0.6% CAGR from 2014 to 2019, and we expect demand in Eastern Europe to increase by a 0.2% CAGR from 2021 to 2025, based on RISI data and forecasts. Industry capacity in Eastern Europe increased at a 0.7% CAGR from 2014 to 2019, while Western Europe decreased at a 2.4% CAGR over the same time period, according to RISI data and forecasts. We expect that industry capacity will decline by a 2.6% CAGR and a 5.7% CAGR in Eastern Europe and Western Europe, respectively, from 2021 to 2025, based on RISI data and forecasts. We have a niche positioning in Europe, with our Saillat mill focusing its production on specialty UFS. In Russia, we have the number one supply position and the leading brand, SvetoCopy. We also have a strong position in other growing markets, such as the Commonwealth of Independent States. We have filed an application with FAS to approve Sylvamo as the new controller of ZAO International Paper. ZAO International Paper will remain a party to the Joint Marketing Agreement with JSC Ilim Group, which would allow us to retain the exclusive rights to market and sell all of JSC Ilim Group’s UFS production totaling 275,000 short tons annually.

In North America, we are the second largest producer of UFS with a 28% supply position as of December 2020, according to Fisher International, including UFS we have agreed to purchase from International Paper’s Riverdale and Georgetown mills pursuant to offtake agreements. We believe that we are well-positioned to benefit from improving fundamentals in the paper industry, which are inherently linked to the balance of supply and demand. In North America, a number of competitors have announced conversion of paper mills to primarily containerboard and fluff pulp capacity, leading to favorable operating rates. North American producers have announced the shutdown of approximately 1.5 million short tons of UFS capacity, or approximately 24% of the industry capacity, since 2019, according to RISI. As a result of these actions, we expect North American UFS operating rates to increase significantly from low operating rates in 2020 after a mid-2021 industry recovery according to RISI. We believe that higher operating rates will enable us to continue to benefit from improving supply and demand dynamics through our superior cost position. Demand for UFS in North America fell at a 3.5% CAGR from 2014 to 2019, and we expect it to continue to fall at a 2.6% CAGR from 2021 to 2025, based on RISI data and forecasts. Industry capacity in North America decreased at a 3.1% CAGR from 2014 to 2019, and we expect it to continue to decrease at a 1.7% CAGR from 2021 to 2025, based on RISI data and forecasts.

UFS supply position per region according to Fisher International, as of December 2020

 

Latin America		North America		Europe (incl. Russia)

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Chamex has one of the strongest brand recognitions in Latin America		SvetoCopy maintains the highest frequency of repeat purchasing and the highest level of consumption in Russia		Hammermill is one of the most- purchased paper brands in North America for businesses of all sizes		Global supplier of HP Papers, one of the most recognized brands in the world, in partnership with HP Inc.

Our Chamex brand enjoys unparalleled brand recognition in Brazil and elsewhere in Latin America. Chamex has been part of the Brazilian culture for more than 50 years. Entire generations have grown up using Chamex in school and in the workplace. To leverage this recognition, we introduced the Chamequinho brand to target younger populations and keep the Chamex loyalty for generations to come. Chamex is the leading brand in terms of supply position in Bolivia, Brazil, Central America and Paraguay according to third-party global trade data.

Our SvetoCopy brand is the leading brand in Russia in terms of supply position and brand loyalty, according to market research and consulting firm IPSOS. SvetoCopy was the first office paper brand to be produced in Russia beginning in 1996, prior to which all office paper in Russia was imported. During our more than 20 years in Russia, we have delivered on SvetoCopy’s quality and brand reputation and have become a reliable partner for businesses.

In France, our REY brand offers a very broad range of innovative products, including commodity and value-added grades that promote sustainability. The REY brand continues to grow its recognition in France and is gaining popularity across Western Europe. Positioned as the conscientious paper choice, REY wants to represent sustainability in the office paper segment, with products ranging from white papers to tints (colors). Pro-Design is our flagship brand for professional high speed printing in Europe. Over the past decade, Pro-Design has established itself as a top-shelf product for full color, high quality laser print applications. All brands made at our Saillat mill are certified by either FSC^® or PEFC and the EU Ecolabel. We expect existing FSC^® and PEFC certifications to be transferred to Sylvamo from International Paper prior to the distribution.

The Hammermill brand has a deep heritage in the United States with over 120 years of existence, and we believe it is a leading copy paper brand in the United States. We continue to invest to make the brand relevant throughout generations, and have adapted our products to the digital age. In 2003, we introduced our JAM-FREE^® technology, which guarantees less than one jam in 10,000 printed sheets on high-speed digital equipment. The Hammermill Great White product was developed within the cutsize paper product line and is made from recycled materials. We recently developed and launched our Paper Shop, which provides our customers with 24/7 access to place orders, check inventory, and monitor order status from their computer, tablet or smart phone. Our Paper Shop makes doing business with us more efficient and simpler for our customers, helping us capture a greater share of their business.

In 1996, we launched the HP Papers office paper products under license from HP Inc., allowing us to exclusively manufacture and market HP Papers in over 75 countries. HP Papers is a global paper brand and is manufactured in all our regions. It is a premium line of uncoated cutsize products, scientifically engineered to work seamlessly across all makes and models of printer and copier equipment. HP Papers, HP inks and toners and HP printers are engineered to work together. In the early 2000s, we again partnered with HP to develop and

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RISK FACTORS

You should consider and read carefully all of the risks and uncertainties described below, as well as the other information contained in this information statement, including our audited combined financial statements included elsewhere in this information statement. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could cause a material adverse effect on our business, financial condition, results of operations and cash flows. In any such case, the trading price of our common stock could decline. In addition, many of these risks are interrelated and could occur under similar business and economic conditions, and the occurrence of certain of them could in turn cause the emergence or exacerbate the effect of others. This information statement also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below. See “Cautionary Statement Concerning Forward-Looking Statements and Information.”

Risks Relating to Our Business

Risks Relating to Economic Conditions

The COVID-19 pandemic could have a material adverse effect on our business, financial condition, results of operations and cash flows, particularly if negative economic conditions associated with the pandemic persist or deteriorate.

The COVID-19 pandemic and measures implemented to contain its spread have caused a significant global economic downturn, disrupting supply chains, significantly increasing unemployment and underemployment levels, and adversely impacting consumer confidence and spending. We face various risks related to the pandemic, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Demand-related risks:

Supply-related risks:

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Capital markets-related risks:

We expect the COVID-19 pandemic will continue to have an adverse impact on our business in the near term. The extent of any future impact is uncertain and outside of our control and will depend on various factors, including the severity of additional outbreaks and strains of the virus and the development, availability and effectiveness of treatments and vaccines, the extent and duration of the pandemic’s adverse effect on economic and social activity, consumer confidence, discretionary spending and preferences, labor and healthcare costs, and unemployment rates, any of which may reduce demand for our products, any temporary reduction in our workforce, closures of our offices and facilities, and difficulties in adequately staffing and maintaining our operations, and the ability of our customers and suppliers to continue their operations. If current conditions persist for a prolonged period, or worsen, the COVID-19 pandemic, including any of the above factors and others that are currently unknown, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

General business and economic conditions could have a material adverse effect on the demand for our products and our business, financial condition and results of operations.

General business and economic conditions, both in the United States and elsewhere around the world, could have a material adverse effect on our business, financial condition and results of operations. Factors such as the COVID-19 pandemic, civil unrest, high unemployment levels, inflation, availability and cost of credit, geopolitical issues and trade disputes have contributed in the past, and may contribute in the future, to volatility in worldwide financial markets and disruptions to, and diminished expectations for, the economy and markets. These conditions could adversely affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, white-collar employment levels and consumer confidence, all of which impact demand for our products. In addition, volatility in the capital and credit markets, which impacts interest rates, currency exchange rates and the availability of credit, could have a material adverse effect on our business, financial condition and results of operations.

Changes in international conditions could have a material adverse effect on our business, business prospects, financial condition and results of operations.

Our business, business prospects, financial condition and results of operations could be materially adversely affected by risks related to the countries outside the United States in which we have manufacturing facilities or sell our products. Five of the seven mills we operate are located outside the United States: three in Brazil, one in Russia and one in France. These countries are exposed to economic, and in some cases political, instability in their respective regions of the world. Fluctuations in the value of local currency versus the U.S. dollar, downturns in economic activity, adverse tax consequences or rulings, nationalization or any change in social, political or labor conditions in any of these countries or regions impacting matters such as sustainability, environmental regulations, and trade policies and agreements, could have a material adverse effect on our results of operations. In addition, a future outbreak of a widespread health epidemic, such as COVID-19 or another coronavirus, influenza and other highly communicable disease or virus, could have a material adverse effect on our business, financial condition and results of operations, including if operations of our customers are adversely impacted.

Trade protection measures in favor of local producers of competing products, including governmental subsidies, tax benefits and other measures giving local producers a competitive advantage over our company, could also have a material adverse effect on our results of operations and business prospects in these countries. For example, our mills in Brazil have historically benefited from policies favoring domestic producers. We cannot guarantee that any such policies will continue or that we will continue to benefit from existing or future policies. Likewise, disruption in existing trade agreements or increased trade friction between countries, which

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can result in tariffs, could have a material adverse effect on our business and results of operations by restricting the free flow of goods and services across borders. In addition, our international operations are subject to regulation under U.S. law and other laws related to operations in foreign jurisdictions, including the Foreign Corrupt Practices Act and the policies of the U.S. Department of Treasury’s Office of Foreign Asset Control. We may also be subject to anti-dumping and countervailing duties in the United States, which could have an adverse effect on our results of operations. Failure to comply with domestic or foreign laws could result in various adverse consequences, including the imposition of civil or criminal sanctions and the prosecution of executives overseeing our international operations.

Risks Relating to Our Industry, the Products We Offer and Product Distribution

The industry-wide decline in demand for paper and related products could have a material adverse effect on our business, financial condition and results of operations.

We rely heavily on the sale of paper products, an industry that has experienced, and is expected to continue experiencing, a secular decline in demand, which could put pressure on our future revenue, profit margin and growth opportunities. The global demand for UFS decreased at a 0.4% CAGR from 2014 to 2019, based on RISI data. This secular decline in demand is due in large part to competing technologies and materials, including the increased use of e-mail and other electronic forms of communication, increased and permanent product substitution, including less print advertising, more electronic billing, more e-commerce, fewer catalogs and a reduced volume of mail. The secular decline in demand has had a material adverse effect on our business, financial condition and results of operations. As the use of these alternatives grows, demand for paper products is likely to decline further, which could have a material adverse effect on our business, financial condition and results of operations.

The paper industry is cyclical. Fluctuations in the prices of, and the demand for, our paper products could result in lower sales volumes and smaller profit margins.

The paper industry is cyclical. Historically, economic and market shifts, fluctuations in capacity and changes in foreign currency exchange rates have created cyclical changes in prices, sales volume and margins for our paper products. The length and magnitude of industry cycles have varied over time and by product, but generally reflect changes in macroeconomic conditions and levels of industry capacity. Most of our paper products are commodities that are available from other producers. While brand recognition impacts the demand for products, because commodity products have few other distinguishing qualities from producer to producer, competition for these products is based primarily on price, which is determined by supply relative to demand.

The overall levels of demand for the paper products that we manufacture, and consequently our sales and profitability, reflect fluctuations in levels of end-user demand, which depend in part on general macroeconomic conditions, the continuation of the current level of service and cost of postal services, as well as competition from electronic substitution. Generally, our products are produced and sold regionally due to their heavy weight, which makes export costs high relative to selling price, which makes us dependent on demand in the regions in which we operate. See “—The industry-wide decline in demand for paper and related products could have a material adverse effect on our business, financial condition and results of operations.”

Industry supply of paper products is also subject to fluctuation, as changing industry conditions have and will continue to influence producers to idle or permanently close individual machines or entire mills or retool them for different products to offset a decline in demand. Any such closures by us would result in significant cash and non-cash charges. In addition, to avoid substantial cash costs in connection with idling or closing a mill, some producers will choose to continue to operate at a loss, sometimes even a cash loss, which could prolong weak pricing environments due to oversupply.

As a result, prices for our paper products are driven by many factors outside of our control, and we have little influence over the timing and extent of price changes, which are often volatile. Our profitability with respect to our products depends on managing our cost structure, particularly wood fiber, chemicals,

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transportation and energy costs, which represent the largest components of our operating costs and can fluctuate based upon factors beyond our control. If the prices or demand for our paper products decline, or if wood fiber, chemicals, transportation or energy costs increase, or both, our business, financial condition and results of operations could be materially adversely affected. See “—Changes in the cost or availability of raw materials, energy and transportation could have a material adverse effect on our business, financial condition and results of operations.”

Competition from other businesses and consolidation within the paper industry could have a material adverse effect on our competitive position, financial condition and results of operations.

We operate in a competitive environment, both in the United States and internationally. Product innovations, manufacturing and operating efficiencies, and marketing, distribution and pricing strategies pursued or achieved by competitors could have a material adverse effect on our business, financial condition and results of operations.

In addition, there has been a trend toward consolidation in the paper industry. Consolidation could result in the emergence of competitors with greater resources and scale than ours, which could adversely impact our competitive position, financial conditions and results of operations. In addition, actual or speculated consolidation among competitors, or the acquisition by, or of, our third party service providers and business partners by competitors could increase the competitive pressures faced by us as customers could delay spending decisions or not purchase our products at all.

Changes in the cost or availability of raw materials, energy and transportation could have a material adverse effect on our business, financial condition and results of operations.

We rely heavily on the use of certain raw materials (principally virgin wood fiber, caustic soda and starch), energy sources (principally biomass, natural gas, electricity and fuel oil) and third-party companies that transport our goods. The market price of virgin wood fiber varies based upon availability, source, and the costs of fuels used in the harvesting and transportation of the fiber. The cost and availability of wood fiber can also be impacted by weather, climate variations, natural disasters, general logging conditions, geography and regulatory activity. The global supply and demand for recycled fiber may be affected by trade policies between countries, legislation and regulations, as well as changes in the global economy. The availability and cost of recycled fiber depends heavily on recycling rates and the domestic and global demand for recycled products. The increase in demand for products manufactured, in whole or in part, from recycled fiber, on a global basis, may cause significant fluctuations in recycled fiber prices. Energy prices, in particular prices for oil and natural gas, have fluctuated dramatically in the past and may continue to fluctuate in the future. The availability of labor and the market price for fuel may affect our costs for third-party transportation. In addition, inflationary cost pressures may make our raw materials more expensive. Our profitability has been, and will continue to be, affected by changes in the cost and availability of the raw materials, energy sources and transportation sources we use.

Due to the commodity nature of our products, the supply and demand for our products determines our ability to increase prices. Consequently, we may be unable to pass on increases in our operating costs to our customers. Any sustained increase in raw material or energy prices without any corresponding increase in product pricing would reduce our operating margins and could have a material adverse effect on our business, financial condition and results of operations.

Reduced truck, rail and ocean freight availability could lead to higher costs or poor service, resulting in lower earnings, and could affect our ability to deliver the products we manufacture in a timely manner.

We rely on third parties for transportation and delivery of raw materials and the products we manufacture. In particular, the goods we manufacture and raw materials we use are transported by railroad, trucks and ships, which are highly regulated. If any of our transportation providers were to fail to deliver the goods that we manufacture in a timely manner, this could result in additional costs in order to remedy the untimely delivery.

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Similarly, if any of these providers were to fail to deliver raw materials to us in a timely manner, we may be unable to manufacture our products in response to customer demand. In addition, if any of these providers were to cease operations or cease doing business with us, we may be unable to replace them at reasonable cost. Any failure of a transportation provider to deliver raw materials to us or finished products to our customers in a timely manner could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our business, financial condition and results of operations.

We are subject to physical and financial risks associated with climate change and global, regional and local weather conditions.

Our operations and the operations of our suppliers are subject to climate variations, which impact the productivity of forests, the frequency and severity of wildfires, the distribution and abundance of species, and the spread of disease or insect epidemics, which in turn may adversely affect timber production and availability of virgin fiber. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, snow and ice storms. Any of these natural disasters could also affect timber supply or cause variations in the cost of raw materials, such as virgin fiber. The effects of climate change and global, regional and local weather conditions could also have a material adverse effect on our results of operations.

Risks Relating to Our Operations

Material disruptions at one of our manufacturing facilities could have a material adverse effect on our business, financial condition and results of operations.

We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risk of disruption at our facilities. A material disruption at our corporate headquarters or one of our manufacturing facilities, or involving any of our machines within such facilities, could prevent us from meeting customer demand and reduce our sales, which could have a material adverse effect on our business, financial condition and results of operations. Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

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Our operations require substantial capital, and any significant capital investments could increase fixed costs, which could negatively affect our profitability.

We frequently make capital investments to improve our operations. These capital expenditures could result in increased fixed costs or large one-time capital expenditures, which could negatively affect our profitability. Capital expenditures for expansion or replacement of existing facilities or equipment or to comply with future changes in environmental laws and regulations may be substantial. For example, in the next few years, we expect to replace the two recovery boilers at our Svetogorsk mill with one new recovery boiler, which we estimate will cost $220 million over that period, beginning in 2022, with approximately 80% of the estimated amount to be spent in 2023 and 2024. If we were to rebuild the two recovery boilers instead, the anticipated total spend would be reduced, but would result in greater downtime, which would have a significant adverse effect on production at the Svetogorsk mill as well as a corresponding adverse effect on our sales and earnings. We cannot guarantee that key pieces of equipment in our various manufacturing facilities will not need to be repaired or replaced or that we will not incur significant additional costs associated with environmental compliance. The costs of repairing or replacing such equipment and the associated downtime of the affected production line could have a material adverse effect on our business, financial condition and results of operations. If for any reason we are unable to provide for our operating needs, capital expenditures, and other cash requirements on economically favorable terms, we could experience a material adverse effect on our business, financial condition and results of operations.

We are subject to 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.

Our business operations rely upon secure information technology systems for data capture, processing, storage and reporting. Despite careful security and controls design, implementation, updating and independent third-party verification, our information technology systems, and those of our third-party providers or partners, could become subject to employee error or malfeasance, cyber attacks, geopolitical events, natural disasters, failures or impairments of telecommunications networks or other catastrophic events. Network, system, application and data breaches could result in operational disruptions or information misappropriation including, but not limited to, interruption to systems availability, and denial of access to and misuse of applications required by our customers to conduct business with us. Access to applications required to plan our operations, source materials, manufacture and ship finished goods and account for orders could be denied or misused. Theft of intellectual property or trade secrets, and inappropriate disclosure of confidential company, employee, customer or vendor information, could stem from such incidents. Any of these operational disruptions or misappropriation of information could result in lost sales, business delays and negative publicity, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to extensive U.S. federal and state and non-U.S. environmental laws and regulations, and could incur substantial costs as a result of compliance with, violations of or liabilities under these laws and regulations.

We are subject to extensive U.S. federal and state and non-U.S. environmental laws and regulations. Environmental laws and regulations continue to evolve, and we may become subject to increasingly stringent environmental standards in the future, particularly under air quality and water quality laws and standards related to climate change issues, such as reporting of greenhouse gas emissions. Increased regulatory activity at the state, federal and international level is possible regarding climate change as well as other emerging environmental

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issues associated with our manufacturing sites. Compliance with regulations that implement new public policy in these areas could require significant expenditures on our part or even the curtailment of certain of our manufacturing operations.

We have incurred, and expect that we will continue to incur, significant capital and operating expenditures complying with applicable environmental laws and regulations. Our environmental expenditures include, among other areas, those related to air and water quality, waste disposal and the cleanup of contaminated soil and groundwater, including situations where we have been identified as a potentially responsible party. For example, as of June 30, 2021 we have reserved $13 million for remediation work to be performed at our mill in Svetogorsk, Russia, following identification in 2018 of mercury contamination in sediment in a river tributary that traverses the site of the mill. Moreover, we may be directly impacted by, and are working to manage, the risks and costs to us, our customers and our vendors of the effects of climate change, greenhouse gases, and the availability of energy and water resources. These risks include the potentially adverse impact on forestlands, which are a key resource in the production of our products, increased product costs and a change in the types of products that customers purchase. We also face risks arising from the increased public focus, including by governmental and nongovernmental organizations, on these and other environmental sustainability matters, such as packaging and waste, deforestation and land use.

We also face increased pressure to make commitments, set targets or establish additional goals and take actions to meet them. These commitments, targets and goals could expose us to market, operational and execution risks as well as higher costs. There can be no assurance that future remediation requirements and compliance with existing and new laws and requirements will not require significant expenditures, or that existing reserves for specific matters will be adequate to cover future costs. We could also incur substantial fines or sanctions, enforcement actions (including orders limiting our operations or requiring corrective measures), natural resource damages claims, investigation, cleanup and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances.

Further, we are required to comply with environmental laws and the terms and conditions of multiple environmental permits. In particular, the paper industry in the United States is subject to several performance-based rules associated with effluent and air emissions. Federal, state and local laws and regulations require us to routinely obtain authorizations from and comply with the evolving standards of the appropriate governmental authorities, which have considerable discretion over the terms of permits. Failure to comply with environmental laws and permit requirements could result in civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing our operations or requiring us to take corrective measures, install pollution control equipment, or take other remedial actions, such as product recalls or labeling changes. There can be no assurance that future environmental permits will be granted or that we will be able to maintain and renew existing permits, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations.

In addition, as the owner and operator of real property, we may be liable under environmental laws for investigation, cleanup, closure and other damages resulting from the presence and release of hazardous substances on or from our properties or operations, including properties that we no longer own or operate. The amount and timing of environmental expenditures is difficult to predict, and, in some cases, our liability may be imposed without regard to contribution or to whether we knew of, or caused, the release of hazardous substances and may exceed forecasted amounts or the value of the property itself. The discovery of additional contamination or the imposition of additional cleanup obligations at our or third-party sites may result in significant additional costs. Any material liability we incur could preclude us from making capital expenditures that would otherwise benefit our business and have a material adverse effect on our business, financial condition and results of operations.

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Our business is 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 could have a material adverse effect on our business, financial condition and results of operations.

In addition to environmental laws and regulations (see “—We are subject to extensive U.S. federal and state and non-U.S. environmental laws and regulations, and could incur substantial costs as a result of compliance with, violations of or liabilities under these laws and regulations”), our operations are subject to regulation under a wide variety of other U.S. federal and state and non-U.S. laws, regulations and other government requirements, including those relating to health and safety, labor and employment, data privacy, tax, trade and health care. There can be no assurance that laws, regulations and government requirements will not be changed, applied or interpreted in ways that will require us to modify our operations and objectives or affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs.

For example, we are subject to complex and evolving U.S. and international privacy laws and regulations, including those pertaining to the handling of personal data, such as the General Data Protection Regulation (“GDPR”), Brazil’s Lei General de Proteção de Dados (“LGPD”) and the California Consumer Privacy Act of 2018 (“CCPA”). The GDPR, which became effective on May 25, 2018, with respect to all member states of the European Union, includes operational requirements for companies receiving or processing personal data of EU residents that are partially different from those that had previously been in place and imposes significant penalties for noncompliance. The recently enacted LGPD establishes rules for the collection, use, processing, storage and transfer of personal data. The LGPD gives Brazilian data subjects expanded rights to control their personal data, including the right to access, correct and delete that personal data. In addition, the LGPD imposes obligations on companies processing personal data of individuals in Brazil, including with respect to maintaining the security of personal data, limiting the processing of personal data, reporting data breaches and cross-border data transfers. Failure to comply with the LGPD could result in potentially severe financial penalties. Application of penalties under the LGPD began on August 1, 2021. The LGPD may require additional compliance investment as well as additional changes to policies, procedures and operations. The CCPA, which went into effect on January 1, 2020, affords California residents and households expanded privacy protections. Moreover, governmental authorities around the world are considering, or are in the process of implementing, new data protection regulations.

Many of these laws and regulations are subject to uncertain application, interpretation or enforcement standards that could result in claims, changes to our business practices, data processing and security systems, penalties, increased operating costs or other impacts on our business. The recently enacted laws often provide for civil penalties for violations, as well as private rights of action for data breaches that may increase data breach litigation. Regulatory authorities could determine that our data handling practices fail to address all the requirements of certain new laws, which could subject us to penalties and litigation. In addition, there is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implement will prevent the improper disclosure of personal data. Improper disclosure of personal data in violation of the GDPR, the CCPA or of other personal data protection laws could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines or criminal prosecution, all of which could have a material adverse effect on our business, financial condition and results of operations.

The application of tax law is subject to interpretation and is subject to audit by taxing authorities. Additionally, administrative guidance can be incomplete or vary from legislative intent, and therefore the application of the tax law is uncertain. While we believe the positions reported by Sylvamo comply with relevant tax laws and regulations, taxing authorities could interpret our application of certain laws and regulations differently. We are currently subject to tax audits in the United States, Brazil and other taxing jurisdictions around the world. In some cases, International Paper has appealed, and, following the distribution, we may continue to appeal, assessments by taxing authorities in the court system. As such, tax controversy matters may result in previously unrecorded tax expenses, higher future tax expenses or the assessment of interest and penalties.

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For example, the Brazilian Federal Revenue Service has challenged the deductibility of goodwill amortization generated in a 2007 acquisition by International Paper do Brasil Ltda. (“IP Brasil”), which will be a wholly-owned subsidiary of Sylvamo following the distribution (the “Brazil Tax Dispute”). IP Brasil received assessments for the tax years 2007-2015 totaling approximately $116 million in tax and $376 million in interest, penalties and fees as of June 30, 2021 (adjusted for variation in currency exchange rates). We expect that IP Brasil will receive assessments for additional tax years that are expected to increase the total assessment to approximately $585 million (at June 30, 2021 currency exchange rates). After a previous favorable ruling challenging the basis for these assessments, IP Brasil received other subsequent unfavorable decisions from the Brazilian Administrative Council of Tax Appeals. International Paper is appealing this tax litigation in the Brazilian federal courts. The Brazilian government may enact a tax amnesty program that would allow IP Brasil to resolve the Brazil Tax Dispute for less than the assessed amount. If a tax amnesty program is enacted prior to the distribution date and International Paper decides to participate in the amnesty program prior to the distribution date, International Paper would pay 100% of the liability up to $180 million, Sylvamo would pay up to the next $60 million of the liability and International Paper would pay 100% of any liability over $240 million. We cannot assure you that any such amnesty program will be enacted or that International Paper will decide to participate. Any such payment by Sylvamo may have a material adverse effect on our financial condition, results of operations and cash flows.

Pursuant to a tax matters agreement to be entered into between Sylvamo and International Paper, Sylvamo will pay 40% of the first $300 million of any liability resulting from the resolution (including under any tax amnesty program) of the Brazil Tax Dispute following the distribution (equivalent to a total cap on payments by Sylvamo of $120 million), with International Paper responsible for paying the 60% of the first $300 million of any such liability and 100% of any liability over $300 million. After the distribution, all decisions concerning the conduct of the litigation related to the Brazil Tax Dispute, including as to strategy, settlement, pursuit and abandonment, will continue to be made by International Paper. Sylvamo will thus have no control over any decision related to the ongoing litigation. As legally required by the Brazilian federal court, IP Brasil has provided surety bonds in connection with the Brazil Tax Dispute, which were indemnified by International Paper. International Paper has agreed that after the distribution it will continue to indemnify the provider of the surety bonds during the pendency of the appeal in the Brazilian federal court. If IP Brasil were unable to renew the surety bonds upon their expiration, for example, as a result of a downgrade in International Paper’s credit ratings below investment grade by Moody’s, or if IP Brasil were unable to provide additional surety bonds as and when required by the Brazilian federal court, IP Brasil could be required to post acceptable collateral in order to continue the litigation which additional collateral International Paper has agreed to provide on behalf of IP Brasil. For further details about the Tax Matters Agreement, see “The Distribution—Relationships Between Sylvamo and International Paper Following the Distribution—Tax Matters Agreement.” If the indemnity provided by International Paper does not allow IP Brasil to secure a surety bond or International Paper is unable to provide acceptable collateral and we are not able to continue our appeals, or if the Brazil Tax Dispute is resolved unfavorably, we could incur significant tax and related costs, which costs could have a material adverse effect on our business, financial condition and results of operations. Any resolution of the Brazil Tax Dispute through the Brazilian courts could take six to nine years. In addition, the leverage ratio maintenance covenant under the credit agreement will step down after two years if the Brazil Tax Dispute has not been resolved by such time and for so long as it has not been resolved, and there will be greater limitations under our credit agreement on the amount of dividends, share repurchases and other restricted payments we are permitted to make from the time we enter into the credit agreement until the Brazil Tax Dispute is resolved, which could have an adverse impact on our stock price.

We are subject to tax in the United States and a number of jurisdictions throughout the world, and increases to U.S. federal income tax rates and tax rates in other jurisdictions in which we operate could have an adverse effect on our business, financial condition and results of operations. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without advance notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes. There are many transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. Our effective tax rates could be affected by numerous factors, such as changes in tax laws, regulations, administrative practices, principles and

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interpretations, the mix and level of earnings in a given taxing jurisdiction or our ownership or capital structures. The Biden Administration has proposed changes to the tax rules that apply to corporations, including an increase in the corporate income tax rate, a minimum tax on book income and changes that generally would increase the tax rates applicable to a U.S. corporation’s international income, which could materially affect our tax obligations and effective tax rate. It is difficult to predict whether and when tax law changes will be enacted that would have a material adverse effect on our business, financial condition and results of operations.

We may not achieve the expected benefits from strategic acquisitions, joint ventures, divestitures, capital investments and other corporate transactions that we may pursue.

We may pursue strategic acquisitions, joint ventures, divestitures, capital investments and other corporate transactions. We may not achieve the expected benefits, which could require us to record an impairment charge for goodwill or other intangible assets. Among the benefits we would expect from potential acquisitions and joint ventures are synergies, cost savings, growth opportunities and access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of assets to purchasers who place higher strategic value on such assets than we do.

Corporate transactions of this nature which we may pursue involve a number of special risks, including our inability to realize our business goals with respect to such transactions as noted above, the focus of our management’s attention on these transactions and the integration of acquired businesses into our operations, the demands on our financial, operational and information technology systems resulting from acquired businesses, and the possibility that we may become responsible for substantial contingent or unanticipated legal liabilities as the result of acquisitions or other corporate transactions.

In addition, if any portion of the Brazil eucalyptus forest plantations owned by Sylvamo as of the Distribution Date are directly or indirectly transferred, subject to certain exceptions for immaterial transfers, a subsidiary of Sylvamo will be required to make a payment of $100 million to a subsidiary of International Paper. For these purposes, a transfer includes any sale, pledge or transfer of any legal or beneficial interest in the Brazil lands, including any grant of an option or other right or interest or entry into any contract that would result in a reduction or diminution of Sylvamo’s economic ownership in the Brazil lands. A change of control of Sylvamo would also result in the payment becoming due and payable. As a result, we will not realize the full value of any transfer of the Brazil eucalyptus forest plantations, which may make any such transaction less attractive to us.

We rely heavily on a small number of significant customers and are exposed to risks associated with the financial viability of our customers and consolidation among our customers.

We rely heavily on a small number of significant customers, and if we were to lose one or more of such customers, it could have a material adverse effect on our sales and profitability. For example, our top ten customers represent approximately one-third of our net sales. In particular, because our business operates in a highly competitive industry, we regularly bid for new business or for renewal of existing business. Generally, our customers are not contractually required to purchase any minimum amount of products. Should our customers purchase products in significantly lower quantities than they have in the past, such decreased purchases could have a material adverse effect on our financial condition, results of operations and cash flows.

We are also exposed to risks associated with the ability of our customers to meet their financial obligations to us. The financial viability of our customers is key to maintaining our sales to those customers and their ability to pay for those sales. Any threat to the financial viability of our customers could result in the reduction, delay or cancellation of customer orders, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, consolidation among our customers could result in changes to the purchasing habits and volumes among our customers and could affect our relationship with our customers. If one of our competitors’

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customers acquires any of our customers, we could lose that business. Additionally, as our customers become larger and more concentrated, they could exert pricing pressure on all suppliers, including us. As a result, we could be forced to reduce the prices of our products. The loss or reduction of business from our larger customers, or the renewal of business on less favorable terms, could have a material adverse effect on our financial condition and results of operations.

Our business and business prospects could be materially adversely affected if we fail to attract and retain our senior management team and other key employees.

We are led by a strong senior management team that has extensive experience in the paper industry. Our success and future growth will depend, to a significant degree, on the leadership, knowledge, skills and continuing contributions of these senior management members. There is no guarantee that these individuals will not leave our company. The loss of the services of any members of our senior management team or other key employees or the failure to attract qualified persons to serve in these positions could have a material adverse effect on our business and business prospects.

Adverse results from legal, regulatory and governmental proceedings or other loss contingencies could have a material adverse effect on our business, financial condition and results of operations.

We have been, and from time to time, we could become, party to various legal, regulatory and governmental proceedings and other related matters, including with respect to environmental matters, workers compensation, wage and hour disputes and other employment-related cases. In addition, we could become subject to other loss contingencies, which may relate to past, present and future facts, events, circumstances and occurrences. An unfavorable outcome in connection with any legal, regulatory or governmental proceedings or other loss contingencies could result in significant monetary damages or injunctive relief that could have a material adverse effect on our business, financial condition and results of operations.

A significant write-down of goodwill or other intangible assets could have a material adverse effect on our financial condition and results of operations.

We review our goodwill balance for impairment at least once a year using the qualitative assessment and quantitative goodwill impairment test allowed in accordance with current accounting standards. Future changes in the cost of capital, expected cash flows, or other factors could cause our goodwill and other intangible assets to be impaired, resulting in a non-cash charge against results of operations to write down these assets for the amount of the impairment. In addition, if we make changes in our business strategy or if external conditions adversely affect our business operations, we may be required to record an impairment charge for goodwill or intangibles, which would lead to decreased assets and reduced net operating results. If a significant write down is required, the charge could have a material adverse effect on our financial condition and results of operations.

Failure to achieve expected investment returns on pension plan assets, as well as changes in interest rates or plan demographics, could adversely impact our cash flows, business, financial condition and results of operations.

We sponsor various defined benefit pension plans. The assets of the pension plans are diversified in an attempt to mitigate the risk of a large loss. Required funding for our domestic defined benefit pension plan is determined in accordance with guidelines set forth in the federal Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and foreign defined benefit pension plans are funded in accordance with local statutes or practice. Additional contributions to enhance the funded status of the pension plans can be made at our discretion. We expect the Sylvamo domestic pension plan to be slightly underfunded at the time of the separation and distribution. We may need to make future contributions to reduce any such underfunding. There can be no assurance that the value of the pension plan assets, or the investment returns on those plan assets, will be sufficient to meet the future benefit obligations of such plans. In addition, during periods of adverse market

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conditions and declining interest rates, the company may be required to make additional cash contributions to the pension plans that could reduce our financial flexibility. Changes in plan demographics, including an increase in the number of retirements or changes in life expectancy assumptions, may also increase the costs and funding requirements of the obligations related to the company’s pension plans. An increase in costs or funding requirements could adversely impact our cash flows, business, financial condition and results of operations.

We could experience disruptions in operations and increased labor costs due to labor disputes.

A portion of our hourly workforce is unionized and operates under various collective bargaining agreements. We must negotiate to renew or extend any union contracts that have recently expired or are expiring in the near future. While we believe that we have satisfactory labor relations, we may not be able to successfully negotiate new agreements without work stoppages or labor difficulties in the future or renegotiate them on favorable terms. If we are unable to successfully or favorably renegotiate the terms of any of these agreements, or if we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages, this could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to adequately protect our intellectual property and other proprietary rights that are material to our business, or to defend successfully against intellectual property infringement claims by third parties.

We rely on a combination of contractual rights with third parties and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. Although we endeavor to protect our rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our copyrights, trademarks, patents, trade secrets and know-how or to determine their scope, validity or enforceability. This would represent a diversion of resources that may be significant and our efforts may not prove successful. The inability to secure or protect our intellectual property assets could harm our reputation and have a material adverse effect on our business and our ability to compete with other companies in our industry. In addition, we have a license from HP Inc. for the right to produce and sell HP branded copy paper in almost all geographies globally. If we were to lose such license, our production volumes could decline and our business, financial condition and results of operations could be materially adversely affected.

In addition, we may be subject to claims by third parties for (i) patent, trademark or copyright infringement, (ii) breach of patent, trademark or copyright license usage rights or (iii) misappropriation of trade secrets. Any such claims or resulting litigation could result in significant expense and liability for damages. If we were found to have infringed or misappropriated a third-party patent or other intellectual property right, we could in some circumstances be enjoined from providing certain products or services to our customers or from utilizing and benefiting from certain patents, copyrights, trademarks, trade secrets or licenses. Alternatively, we could be required to enter into costly licensing arrangements with third parties or implement a costly alternative. Any of these scenarios could harm our reputation and have a material adverse effect on our business and results of operations.

This information statement contains forward-looking information, targets, projections and forecasts, which are inherently uncertain and actual results may differ.

This information statement contains information that is based on or includes forward-looking information, targets, projections and forecasts, including industry demand and capacity forecasts by RISI, targeted Adjusted EBITDA margins and financial leverage ratio, and future use of free cash flow, all of which are inherently uncertain. These forward-looking statements, targets, projections and forecasts are based on estimates and assumptions. Actual results will depend on numerous factors, which are difficult or impossible to predict, and which may be unknown to us. Actual results may differ, including materially.

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Risks Relating to the Separation and Distribution

We may be unable to operate profitably as a stand-alone company or provide benefits and services or have the advantage of equivalent financial strength and resources as International Paper.

We have no operating history as a separate, stand-alone public company and cannot assure you that we will be able to operate profitably as such. Historically, because the printing papers, industrial packaging and global cellulose fibers businesses of International Paper have been under one ultimate parent, they have been able to rely, to some degree, on the earnings, assets, and cash flows of each other for capital requirements. After the distribution, we will be able to rely only on the Printing Papers business for such requirements. We cannot assure you that, as a separate, public company, operating results will continue at historical levels, or that we will be profitable. Further, we will have a different credit profile than International Paper following the separation. Our failure to obtain or maintain a satisfactory credit rating could adversely affect our liquidity, capital position, borrowing costs under our indebtedness and access to capital markets. Additionally, we have relied on International Paper for various financial, administrative and managerial services in conducting our operations. Following the distribution, we will maintain our own credit and banking relationships and will perform our own financial and investor relations functions. We cannot assure you that we will be able to successfully put in place, or thereafter maintain, the financial functions, administration and management necessary to operate as a separate company or that we will not incur additional costs operating as a separate, public company. For example, prior to the distribution, we, as a segment of International Paper’s business, were able to use International Paper’s size to procure raw materials, products and services on favorable terms. We could experience some increased costs after the distribution as a result of the absence of such economies of scale. Any such additional or increased costs could have a material adverse effect on our business, financial condition and results of operations.

Further, after the distribution, we will no longer benefit from International Paper’s resources, other than pursuant to the transition services agreement and the other commercial agreements we anticipate entering into prior to the separation. We cannot assure you that we will be able to adequately replace all of the resources provided by International Paper or replace them at the same cost. If we are not able to replace the resources provided by International Paper, are unable to replace them at the same cost or are delayed in replacing the resources provided by International Paper, our business, financial condition and results of operations could be materially adversely affected.

We and International Paper will enter into certain commercial agreements prior to the separation, the loss of which could have an adverse effect on our business, financial condition and results of operation.

In connection with the separation, we and International Paper will enter into agreements that will govern certain commercial relationships following the separation, including related to the supply and purchase of certain raw materials and finished products. See “The Distribution—Relationships Between Sylvamo and International Paper Following the Distribution.” The expiration or termination of one or more of these agreements could have an adverse effect on our business, financial condition and results of operation if we are unable to acquire or sell the raw materials or finished products to third parties on similar terms or at all. For example, the offtake agreement related to the Georgetown mill may be terminated by International Paper as of January 1, 2023 and the offtake agreement related to the Riverdale mill may be terminated by International Paper as of January 1, 2024, in each case on six months notice, which could significantly reduce our UFS production capacity in the United States. Moreover, we are required to pay certain fixed costs under the offtake agreements regardless of the level of orders received, and we will not be able to terminate the offtake agreements for Georgetown and Riverdale until January 1, 2025 and January 1, 2026, respectively, even if demand has decreased such that we are no longer able to sell the UFS and other products produced at those facilities. As a result, until the early termination dates, we will not be able to reduce or eliminate the costs associated with the offtake agreements, which may have an adverse effect on our business, financial condition, results of operations and cash flow.

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Our historical and pro forma financial information may not be indicative of our future results as a separate, public company.

The historical and pro forma financial information we have included in this information statement may not reflect what our results of operations, financial position and cash flows would have been had we been a separate, public company during the periods presented or be indicative of what our results of operations, financial position, and cash flows may be in the future when we are a separate, public company. Our historical financial information reflects allocations for services historically provided by International Paper, and we expect these allocated costs to be different from the actual costs we will incur for these services in the future as a separate, public company. In some instances, the costs incurred for these services as a separate, public company may be higher than the share of total International Paper expenses allocated to our business historically.

The historical financial information does not reflect the increased costs associated with being a separate, public company, including changes that we expect in our cost structure, personnel needs, financing and operations of our business as a result of the distribution. In addition, the pro forma financial information we have included in this information statement is based in part upon a number of estimates and assumptions. These estimates and assumptions, which reflect the reasonable and good faith views of management, may prove not to be accurate, and accordingly, our pro forma financial information should not be assumed to be indicative of what our financial condition or results of operations actually would have been as a separate company and may not be a reliable indicator of what our financial condition or results of operations actually may be in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements” and our audited and unaudited combined financial statements and the notes thereto included elsewhere this information statement.

We may be unable to achieve some or all of the benefits that we expect to achieve from the distribution and the separation from International Paper, and the cost of achieving such benefits may be more than we estimated.

We believe that, as a separate, public company, we will be able to, among other matters, allow for the more efficient use of capital expenditures by Sylvamo to invest in our business, reduce costs, and optimize the capital structure and leverage level for the distinctive business profile of Sylvamo. However, we may be unable to achieve some or all of these benefits. These actions may not provide the benefits we currently expect, may cost more to achieve than we have estimated, and could lead to disruption of our operations, and loss of, or inability to recruit, key personnel needed to operate and grow our business following the distribution. As a result, these actions could cause a weakening of our internal standards, controls or procedures and impairment of our key customer and supplier relationships. Further, even if our strategic initiatives are successful, we may nonetheless still experience increased costs as a result of becoming a stand-alone, public company. See “—Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, will be expensive and time-consuming, and our accounting, management and financial reporting systems may not be adequately prepared to comply with public company reporting, disclosure controls and internal control over financial reporting requirements.”

The realization of the anticipated benefits of the distribution and the separation from International Paper is subject to a number of factors, including Sylvamo’s ability to access capital markets, obtain credit ratings, maintain or improve initial credit ratings and demonstrate financial resilience as a separate company. There are also many factors that are outside the control of Sylvamo and International Paper, including the performance of financial markets, consumer behavior, and regulatory, legislative and tax changes. There can be no guarantee that the anticipated benefits of the distribution and the separation from International Paper will be realized in full or in part, or as to the timing of when any such benefits may be realized.

In addition, completion of the distribution will require a significant amount of management’s time and effort, which may divert management’s attention from operating our business. If we fail to achieve some or all of the benefits that we expect to achieve as a separate company, or do not achieve them in the time we expect, our business, financial condition and results of operations could be materially adversely affected.

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Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, will be expensive and time-consuming, and our accounting, management and financial reporting systems may not be adequately prepared to comply with public company reporting, disclosure controls and internal control over financial reporting requirements.

Following the distribution, we will be required to prepare and file annual and quarterly financial statements and other reports with the SEC. We will also be subject to other reporting and corporate governance requirements under the listing standards of the NYSE and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which will impose significant compliance costs and obligations. The requirements of becoming a public company will necessitate a significant commitment of additional resources and management oversight which will increase our operating costs. These requirements will also place significant additional demands on our finance and accounting staff and on our financial accounting and information systems and may require us to upgrade our systems, implement additional financial and management controls, reporting systems, IT systems and procedures, and hire additional accounting, legal and finance staff in the future or as services terminate under the transition services agreement. Other expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. We estimate that our incremental recurring expenses relating to operating as a separate, publicly traded company will be approximately $15 million per year.

As a public company, we will be required, among other things, to:

In particular, beginning with the year ending December 31, 2022, we will be required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404(a) of the Sarbanes-Oxley Act. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. In addition, following the distribution, we will be required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to maintain disclosure controls and procedures and internal control over financial reporting. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could have a material adverse effect on our results of operations or cause us to fail to meet our reporting obligations. If we are unable to conclude that we have effective internal control over financial reporting, or if our independent registered public accounting firm is unable to provide us with an unqualified report regarding the effectiveness of our internal control over financial reporting (at such time as it is required to do so), investors could lose confidence in the reliability of our financial statements. This could result in a decrease in the value of our common stock. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If we are unable to upgrade our systems, implement additional financial and management controls, reporting systems, IT systems and procedures, and hire additional accounting, legal and finance staff in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act and the Sarbanes-Oxley Act could be impaired.

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If the distribution were to fail to qualify for non-recognition treatment for U.S. federal income tax purposes, then International Paper, Sylvamo and International Paper’s shareholders may be subject to significant U.S. federal income taxes.

International Paper intends to receive an opinion of a nationally recognized accounting firm or tax counsel or a private letter ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the qualification of the distribution and certain related transactions as a transaction that is generally tax-free for U.S. federal income tax purposes to International Paper, Sylvamo and International Paper shareholders. A tax opinion is not binding on the IRS or the courts, and there can be no assurance that the IRS or a court will not take a contrary position. If any of the representations or covenants relied upon for a tax opinion or a private letter ruling becomes inaccurate, incomplete or not complied with by International Paper, Sylvamo or any of their respective subsidiaries, the private letter ruling or tax opinion, if applicable, may be invalid and the conclusions reached therein could be jeopardized.

If the IRS ultimately determines that the distribution is taxable, then the distribution could be treated as a taxable dividend or capital gain to International Paper shareholders for U.S. federal income tax purposes, and International Paper could incur significant U.S. federal income tax liabilities. Sylvamo may be required to indemnify International Paper for such tax liability pursuant to the tax matters agreement; however, there can be no assurance that Sylvamo would have the resources or liquidity required to indemnify International Paper for any such tax liability.

Even if the distribution otherwise qualifies for non-recognition of gain or loss under Section 355 of the Code, the distribution may be taxable to International Paper (but not International Paper shareholders) pursuant to Section 355(e) of the Code if there is a 50% or more (by vote or value) change in ownership of either International Paper or Sylvamo, directly or indirectly, as part of a plan or series of related transactions that include the distribution. For this purpose, any acquisitions of International Paper’s or Sylvamo’s common stock within two years before or after the distribution are presumed to be part of such a plan, although International Paper or Sylvamo may be able to rebut that presumption based on either applicable facts and circumstances or a “safe harbor” described in the U.S. tax regulations.

We will be unable to take certain actions after the distribution because such actions could jeopardize the tax-free status of the distribution, and such restrictions could be significant.

The tax matters agreement will prohibit us from taking actions that could reasonably be expected to cause the distribution to be taxable or to jeopardize the conclusions of the tax opinion or the IRS ruling received by us or International Paper. In particular, we expect the tax matters agreement will provide that for two years after the distribution, we must refrain from engaging in certain transactions, including:

The tax matters agreement will provide that, nevertheless, we are permitted to take any of the actions described above if we obtain International Paper’s consent, or if we obtain an IRS private letter ruling or a tax opinion that is reasonably acceptable to International Paper to the effect that the action will not affect the tax-free status of the distribution. However, the receipt by us of any such consent, opinion or ruling will not relieve us of any obligation we have to indemnify International Paper for an action we take that causes the distribution to be taxable to International Paper.

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The tax matters agreement will also prohibit us from taking or failing to take any other action, including restrictions on the repurchase of shares, that would prevent the distribution and certain related transactions from qualifying as a transaction that is generally tax-free for U.S. federal income tax purposes.

Because of these restrictions, for two years after the distribution we may be limited in the amount of capital stock that we can issue to make acquisitions or to raise additional capital. Also, our expected indemnity obligation to International Paper may discourage, delay or prevent a third party from acquiring control of us during this two-year period in a transaction that our stockholders might consider favorable. See “The Distribution—Relationships between International Paper and Sylvamo Following the Distribution— Tax Matters Agreement” and “Material U.S. Federal Income Tax Consequences of the Distribution.”

The combined post-distribution value of International Paper and Sylvamo shares may not equal or exceed the pre-distribution value of International Paper shares.

We intend to apply to list the shares of our common stock on the NYSE. We cannot assure you that the combined trading prices of International Paper common stock and our common stock after the distribution will be equal to or greater than the trading price of International Paper common stock prior to the distribution. Until the market has fully evaluated the business of International Paper without our business and potentially thereafter, the price at which International Paper common stock trades may fluctuate significantly. Similarly, until the market has fully evaluated our business and potentially thereafter, the price at which our common stock trades may fluctuate significantly.

We expect that we will incur significant one-time and ongoing costs associated with the separation that could affect our period-to-period operating results following the completion of the distribution.

We anticipate that we will incur one-time costs of approximately $55 million through the end of 2022 as result of costs associated with the separation, including initial IT set-up costs and restructuring costs, of which approximately $23 million are expected to be incurred in 2021 (all of which are expected to be incurred in the fourth quarter of 2021) and approximately $32 million in 2022. We will not be able to quantify the exact amount of these charges or the period in which they will be incurred until after the distribution is completed. The amount and timing of these charges could adversely affect our period-to-period operating results, which could result in a reduction in the market price of our common stock.

In connection with the separation, we will enter into a transition services agreement with International Paper, pursuant to which International Paper will provide us with certain specified services on a transitional basis, including in areas such as IT, payroll, sourcing and other areas where we may need assistance and support following the distribution. Depending on the particular service being provided, the services may be extended for up to six months after the initial one-year term, but may be terminated earlier under certain circumstances, including a default. If one or more of these services are terminated, we may be required to obtain such services from a third party. This may be more expensive than the fees that we will be required to pay under the agreements with International Paper. We expect to make payments to International Paper under the transition services agreement of approximately $8 million and $25 million in 2021 and 2022, respectively.

In addition, following the expiration of the transition services agreement, we will need to replicate certain services and systems to which we will no longer have access from International Paper. We may misjudge our requirements for these services and systems on a stand-alone basis, and may incur greater than expected capital and other costs associated with developing and implementing our own support functions. These costs may exceed the costs we will pay to International Paper during the transition period. There may be an adverse operational effect on our business as a result of the significant time our management and other employees and internal resources will need to dedicate to building these capabilities during the first few years following the distribution that otherwise would be available for other business initiatives and opportunities. When we begin to operate these functions independently, if we have not developed adequate systems and business functions, or obtained

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them from other providers, we may not be able to operate our company effectively and our profitability may decline. See “—We may be unable to operate profitably as a stand-alone company or provide benefits and services or receive access to equivalent financial strength and resources as International Paper.”

After the distribution, certain of our directors and officers may have actual or potential conflicts of interest because of their International Paper equity ownership or their former International Paper positions.

Certain of the persons who we expect to become our executive officers have been, and will be until the distribution, International Paper officers, or employees, and thus will have professional relationships with International Paper’s executive officers, directors or employees. In addition, because of their former International Paper positions, following the distribution, certain of our executive officers may own International Paper common stock or restricted stock, and, for some of these individuals, their individual holdings may be significant compared to their total assets. These relationships and financial interests may create, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for International Paper and us. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between International Paper and us regarding the terms of the agreements governing the distribution and the separation, and the relationship thereafter between the companies. These agreements include the separation and distribution agreement, the tax matters agreement, the employee matters agreement, the transition services agreement, the registration rights agreement, the offtake agreements and any other commercial agreements between the parties or their affiliates.

No vote of International Paper shareholders is required in connection with the distribution.

No vote of International Paper shareholders is required in connection with the distribution. Accordingly, if the distribution occurs and you do not want to receive Sylvamo common stock in the distribution, your only recourse will be to divest your International Paper common stock prior to the record date for the distribution.

The distribution is subject to certain conditions, and therefore, the distribution may not be consummated on the terms or timeline currently contemplated, or at all.

The distribution is subject to the satisfaction or waiver by International Paper in its sole and absolute discretion of a number of conditions, including: (i) the Form 10, of which this information statement is a part, being declared effective by the SEC and not subject to any stop order or other proceeding by the SEC seeking a stop order; (ii) International Paper’s receipt of an opinion from a nationally recognized accounting firm or tax counsel satisfactory to it or a private letter ruling from the IRS regarding the qualification of the distribution as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code; (iii) International Paper’s receipt of one or more opinions from nationally recognized valuation or accounting firms or investment banks as to the adequacy of surplus under applicable state law of Sylvamo and International Paper to effect the Special Payment and the distribution, respectively; (iv) International Paper’s and Sylvamo’s execution of the separation and distribution agreement, the tax matters agreement, the transition services agreement, the employee matters agreement, the registration rights agreement and other ancillary agreements relating to the distribution; (v) Sylvamo’s consummation of the Financing Arrangements with aggregate proceeds of at least $1.5 billion; (vi) the receipt by International Paper of the Special Payment; (vii) no event or development existing or occurring that in the judgment of the board of directors of International Paper makes it inadvisable to effect the separation and distribution; and (viii) Sylvamo’s common stock having been approved for listing on NYSE, subject to official notice of the distribution. See “The Distribution—Conditions to the Distribution.” We cannot assure you that the distribution will be consummated on the terms or timeline currently contemplated.

Further, until the distribution occurs, International Paper will have the sole and absolute discretion to determine and change the terms of the distribution, including the Record Date and the Distribution Date. These changes may be unfavorable to us. In addition, International Paper may decide at any time not to proceed with the distribution in its sole discretion.

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The transfer to us of certain contracts, permits and other assets and rights may require the consents or approvals of, or provide other rights to, third parties and governmental authorities. If such consents or approvals are not obtained, we may not be entitled to the benefit of such contracts, permits and other assets and rights, which could have a material adverse effect on our business, financial condition and results of operations.

The separation and distribution agreement will provide that certain contracts, permits and other assets and rights are to be transferred from International Paper to Sylvamo in connection with the separation. The transfer of certain of these contracts, permits and other assets and rights may require consents or approvals of third parties or governmental authorities or provide other rights to third parties. Some parties may use consent requirements or other rights to seek to terminate contracts or obtain more favorable contractual terms from us, which, for example, could take the form of price increases, require us to expend additional resources in order to obtain the services or assets previously provided under the contract, or require us to seek arrangements with new third parties or obtain letters of credit or other forms of credit support. If we are unable to obtain required consents or approvals, we may be unable to obtain all of the benefits, permits, assets and contractual commitments that are intended to be allocated to us as part of our separation from International Paper, and we may be required to seek alternative arrangements to obtain services and assets which may be more costly or of lower quality. The termination or modification of these contracts or permits or the failure to timely complete the transfer of these contracts or permits could have a material adverse effect on our business, financial condition and results of operations.

Satisfaction of indemnification obligations following the distribution could have a material adverse effect on our financial condition, results of operations and cash flows.

Pursuant to the separation and distribution agreement and certain other agreements we expect to enter into with International Paper in connection with the distribution, International Paper will agree to indemnify us for certain liabilities, and we will agree to indemnify International Paper for certain liabilities, in each case for uncapped amounts, as discussed further in “The Distribution— Relationships Between International Paper and Sylvamo Following the Distribution.” Indemnities that we may be required to provide International Paper are not subject to any cap, may be significant and could negatively impact our business, particularly with respect to indemnities provided in the tax matters agreement.

We may also incur significant costs related to environmental liabilities that we assume from International Paper in connection with the distribution arising at our mills and other sites that were not owned by International Paper at the time of distribution but were primarily operated or used by International Paper’s Printing Papers business. For example, as of June 30, 2021, we have reserved $13 million for remediation work to be performed at our mill in Svetogorsk, Russia, following identification in 2018 of mercury contamination in sediment in a river tributary that traverses the site of the mill.

Third parties could also seek to hold us responsible for any of the liabilities that International Paper has agreed to retain. The indemnity from International Paper may not be sufficient to protect us against the full amount of such liabilities if, for example, International Paper is not able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from International Paper any amounts for which it is held liable, we may be temporarily required to bear these losses ourselves, requiring us to divert cash that would otherwise have been used in furtherance of our operating business. Each of these risks could have a material adverse effect on our financial condition, results of operations and cash flows.

Federal and state fraudulent transfer laws and New York and Delaware corporate law may permit a court to void the distribution and related transactions, which could have a material adverse effect on our business, financial condition and results of operations.

In connection with the distribution, International Paper intends to undertake a series of internal corporate reorganization transactions which, along with the contribution of certain of the entities and assets associated with

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International Paper’s Printing Papers business to Sylvamo, the distribution of shares of Sylvamo common stock to International Paper’s shareholders, and the Special Payment by Sylvamo to International Paper, may be subject to challenge under federal and state fraudulent conveyance and transfer laws as well as under New York or Delaware corporate law. Under applicable laws, any transaction, contribution or distribution contemplated as part of the distribution could be voided as a fraudulent transfer or conveyance if, among other things, the transferor received less than reasonably equivalent value or fair consideration in return and the transferor was insolvent or rendered insolvent by reason of the transfer.

We cannot be certain as to the standards a court would use to determine whether or not any entity involved in the distribution was insolvent at the relevant time. In general, however, a court would look at various facts and circumstances related to the entity in question, including evaluation of whether or not:

If a court were to find that any transaction, contribution or distribution involved in the distribution was a fraudulent transfer or conveyance, the court could void the transaction, contribution or distribution. In addition, the distribution could also be voided if a court were to find that it is not a legal distribution or dividend under New York corporate law. The resulting complications, costs and expenses of either finding could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Indebtedness

In connection with the distribution, we expect to incur substantial indebtedness, which could have a material adverse effect on our financial condition and prevent us from fulfilling our obligations under anticipated agreements governing our indebtedness.

In connection with the distribution, we expect to enter into a $450 million cash flow-based revolving credit facility (under which we expect to borrow up to $100 million prior to the distribution date), $450 million term loan “B” facility and $520 million term loan “F” facility and to issue $450 million of senior notes, for an aggregate principal amount of long-term debt of $1,540 million, with the net proceeds, together with cash on hand in excess of $100 million, to be used to fund the Special Payment to International Paper immediately prior to the distribution. Our level of debt could have important consequences to our stockholders, including:

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We and our subsidiaries may incur significant additional indebtedness in the future. If new indebtedness is added to our anticipated indebtedness levels after the distribution, the related risks that we face would increase.

We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our anticipated debt obligations will depend on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control, including those discussed under “—Risks Relating to Our Business.” We might not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations.

We expect that the agreements governing our indebtedness will contain a number of restrictive covenants that will limit our ability to conduct our business, including our ability to dispose of assets and the use of the proceeds from those dispositions, require that we use the proceeds from any future incurrence of debt or issuance of equity to repay existing indebtedness and limit our ability to incur additional indebtedness. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could have a material adverse effect on our financial condition and results of operations and our ability to satisfy our obligations under our indebtedness.

A failure to make scheduled payments on our debt, or a breach of any of the covenants under the agreements governing our indebtedness, if not waived by lenders or noteholders, as applicable, or to the extent applicable, cured within specified periods, would result in an event of default under those agreements. Lenders or noteholders under the agreements governing our indebtedness could declare all outstanding principal and interest to be due and payable, and lenders could further terminate their commitments to loan money under our expected revolving credit facility or foreclose against the assets securing their borrowings, which could force us to file for bankruptcy protection and either restructure or liquidate. Any of these events could result in you losing some or all of the value of your investment. Further, an event of default may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event the lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Risks Relating to Our Common Stock

No market for our common stock currently exists and an active trading market may not develop or be sustained after the distribution.

There is currently no public market for our common stock. We have applied to list our common stock on the NYSE. We anticipate that trading of shares of our common stock will begin on a “when-issued” basis as early as

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two trading days prior to the record date for the distribution and that trading will continue through the close of trading on the day prior to the Distribution Date. However, an active trading market for our common stock may not develop as a result of the distribution or, if one does develop, may not be sustained. The lack of an active market may make it more difficult for you to sell our shares at an attractive price, or at all, and could lead to our share price being depressed or volatile.

The market price for our common stock may be volatile, and you may not be able to sell your common stock at the initial trading price.

We cannot predict the prices at which our common stock may trade after the distribution. The price of our common stock in any market that develops may be higher or lower than the initial trading price. Many factors could cause the trading price of our common stock to rise and fall, including the following:

In particular, we cannot assure you that you will be able to resell your common stock after the distribution. Stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of a particular company. These broad market fluctuations could also adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against the affected company. Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Substantial sales of our common stock following the distribution, or the perception that such sales might occur, could depress the market price of our common stock.

Following the distribution, all of the shares of our common stock will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), unless the shares are

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owned by our “affiliates” as that term is defined in the rules under the Securities Act. Shares of our common stock held by “affiliates” may be sold in the public market if registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act and satisfy the volume, manner of sale and holding period limitations under Rule 144.

The Sylvamo common stock that International Paper distributes to its shareholders in the distribution may be sold immediately in the public market, if a market for our common stock exists at such time. It is likely that some International Paper shareholders, including some large shareholders, may sell our common stock received in the distribution for various reasons, including our business profile or market capitalization as a stand-alone company following the distribution not fitting their investment objectives. In particular, International Paper is a member of the S&P 500 stock market index and other indices, while Sylvamo will not initially be and may not be in the future. Accordingly, certain International Paper shareholders may elect or be required to sell our shares following the distribution due to investment guidelines or other reasons. The sales of significant amounts of our common stock or the perception in the market that this will occur could have a negative impact on the market price of our common stock.

A fund associated with International Paper’s 401(k) plans will receive shares of Sylvamo common stock in the distribution as a result of its ownership of International Paper common stock, representing approximately 1.2% of Sylvamo’s common stock as of the Distribution Date. We anticipate that the 401(k) plans will sell all of these shares, to the extent not sold by individual 401(k) plan participants by April 8, 2022.

In addition, after completion of the distribution, International Paper will retain no more than 19.9% of our total shares outstanding. International Paper intends to dispose of such shares of our common stock that it owns after the distribution in either a registered offering or pursuant to an exemption from registration, which is expected to occur within 12 months of the Distribution Date and will occur no later than five years after the distribution. We will agree that, upon the request of International Paper and pursuant to the terms of the registration rights agreement, we will use our reasonable best efforts to effect a registration under applicable federal and state securities laws of any shares of our common stock retained by International Paper to the extent that International Paper wishes to sell the shares of our common stock it retains in a registered offering. These shares will be restricted securities within the meaning of Rule 144 under the Securities Act and will also be eligible for resale by International Paper in the public market without registration subject to volume, manner of sale and holding period limitations under Rule 144 under the Securities Act.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have, and may never obtain, research coverage for our common stock. If there is no research coverage of our common stock, the trading price for our stock could be negatively impacted. In the event we obtain research coverage for our common stock or if one or more of securities or industry analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

Future offerings of debt or equity securities ranking senior to our common stock could adversely affect the market price of our common stock.

In the future, we may decide to issue senior or subordinated debt securities or preferred stock or other equity securities that rank senior to our common stock. Indentures or other instruments governing such securities may include covenants restricting our operating flexibility and ability to pay dividends and make other distributions to our stockholders. Additionally, any convertible or exchangeable securities that we issue in the future could have

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rights, preferences and privileges more favorable than those of our common stock and could result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings, reducing the market price of our common stock and diluting the value of their common stock holdings in us.

We do not expect to declare or pay dividends on our common stock or repurchase our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We do not expect to declare or pay dividends on our common stock or repurchase our common stock. Therefore, the success of an investment in shares of our common stock will depend upon any future appreciation in their value and any future dividends we may declare. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have received their shares in the distribution. The credit agreement governing our senior secured credit facility and the indenture governing our senior notes limit the amount of dividends and share repurchases that we are permitted to make while our indebtedness remains outstanding, including greater restrictions until the Brazil Tax Dispute (as defined below) is resolved. Any future declaration and payment of dividends, stock repurchases or other distributions of capital will be at the discretion of our board of directors and will depend on many factors, including our earnings, financial condition, results of operations, capital requirements, level of indebtedness, covenants contained within agreements governing our indebtedness, contractual restrictions with respect to payment of dividends and the repurchase of shares, our ability to obtain cash or other assets from our subsidiaries, restrictions imposed by applicable law, general business conditions and other factors that our board of directors may deem relevant. See “Dividend Policy.” There can be no assurance that we will establish a dividend policy, pay dividends in the future or continue to pay any dividend if we do commence paying dividends or repurchase our common stock.

Your percentage ownership in Sylvamo may be diluted in the future.

Your percentage ownership in Sylvamo may be diluted in the future because of equity awards that we expect to grant to our directors, officers and other employees. Prior to completion of the distribution, we expect to approve an incentive plan that will provide for the grant of common stock-based equity awards to our directors, officers and other employees. In addition, we may issue equity as all or part of the consideration paid for acquisitions and strategic investments that we may make in the future or as necessary to finance our ongoing operations.

Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could discourage, delay or prevent a change of control of our company and could affect the trading price of our common stock.

We expect that our amended and restated certificate of incorporation and amended and restated by-laws will contain certain provisions that may discourage, delay or prevent a change in our management or change of control. For example, we expect our amended and restated certificate of incorporation and amended and restated by-laws to, collectively:

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These provisions could prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions could adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws and Applicable Law.”

Our amended and restated certificate of incorporation and amended and restated by-laws could also make it difficult for stockholders to replace or remove our management. Furthermore, the existence of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. These provisions could facilitate management entrenchment that could delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our current or former directors, officers or stockholders.

Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, employees or agents, (iii) action asserting a claim arising out of or pursuant to the Delaware General Corporation Law (the “DGCL”) or our amended and restated certificate of incorporation or amended and restated bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) action asserting a claim governed by the internal affairs doctrine. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Exchange Act, and the rules and regulations thereunder. Neither this provision nor the exclusive forum provision will mean that stockholders have waived our compliance with federal securities laws and the rules and regulations thereunder. By becoming a stockholder of our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or any of our current or former directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Additionally, a court could determine that the exclusive forum provision is unenforceable. If a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable to, or unenforceable in respect of, one or more specified types of actions and proceedings, we could incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

Our amended and restated certificate of incorporation will include provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.

Our amended and restated certificate of incorporation will contain provisions permitted under the DGCL relating to the liability of directors. These provisions will eliminate a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:

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The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder is able to demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws. The inclusion of this provision in our amended and restated certificate of incorporation could discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS AND INFORMATION

This information statement contains information that includes or is based upon forward-looking statements. Forward-looking statements give expectations or forecasts of future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “assume,” “could,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “will” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. Forward-looking statements include statements relating to the formation of Sylvamo, the separation, the contribution and the distribution, including the timing and expected benefits thereof, the amount of the Special Payment and any future use of our free cash flow, our ability to outperform the UFS industry demand, our ability to achieve our targeted Adjusted EBITDA margins and targeted financial leverage ratio and our ability to return cash to stockholders in the form of dividends or stock repurchases.

Any or all forward-looking statements may turn out to be incorrect. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of Sylvamo, its subsidiaries and affiliates. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others:

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For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements included and the risks, uncertainties and other factors identified elsewhere in this information statement, including in the section entitled “Risk Factors.” Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

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THE DISTRIBUTION

Introduction

International Paper intends to transfer certain of the entities and the related assets and liabilities associated with the Printing Papers business of International Paper to Sylvamo and then distribute approximately 80.1% of the outstanding shares of Sylvamo common stock to holders of International Paper common stock. Immediately following the distribution, International Paper will own approximately 19.9% of the outstanding shares of Sylvamo common stock and Sylvamo will be a separate public company.

Holders of International Paper common stock will receive one share of Sylvamo common stock for every 11 shares of International Paper common stock owned on the Record Date for the distribution. The shares of Sylvamo common stock will be distributed by book-entry. We will not issue any physical stock certificates to any stockholders, even if requested. If you hold your International Paper shares in your own name, then your account statement reflecting the Sylvamo shares will be mailed to you on or about the Distribution Date. You should allow several days for the mail to reach you. If you hold your International Paper shares through your broker or other nominee, your receipt of Sylvamo shares depends on your arrangements with the nominee that holds your International Paper shares for you. We anticipate that brokers and other nominees generally will credit their customers’ accounts with Sylvamo shares on or about the Distribution Date, but you should check with your broker or other nominee. See “—When and How You Will Receive Sylvamo Common Stock.”

Background of the Distribution

International Paper’s board of directors and management team evaluated a variety of strategic options intended to maximize shareholder value and position the company for long-term growth. These options included whether to continue to operate the Printing Papers business and whether to sell or otherwise dispose of the Printing Papers business. As a result of this process, the board of directors of International Paper determined that the interests of International Paper and its shareholders would be best served by separating International Paper’s Printing Papers segment into a distinct company, subject to the satisfaction or waiver of certain conditions and the board of directors’ ongoing consideration of the transaction and its final approval. See “—Conditions to the Distribution” for further discussion.

In connection with the distribution, International Paper will undertake the internal reorganization described below under “—Internal Reorganization.” Following the internal reorganization, International Paper will distribute approximately 80.1% of the shares of Sylvamo common stock to its shareholders on a pro rata basis and retain approximately 19.9% ownership interest in Sylvamo. Following the distribution, Sylvamo will operate independently from International Paper. International Paper’s shareholders will not be required to vote to effectuate the distribution. International Paper’s shareholders will not have appraisal rights with regards to the distribution.

The internal reorganization and, in turn, the distribution, are subject to the satisfaction, or waiver by International Paper, of a number of conditions. Additionally, International Paper may determine not to complete the internal reorganization or the distribution if, at any time, the board of directors of International Paper determines, in its sole discretion, that the distribution is not in the best interest of International Paper or its shareholders or is otherwise not advisable.

Reasons for the Distribution

The board of directors and management of International Paper believe that the distribution is in the best interests of International Paper and its shareholders. Following the separation, International Paper and Sylvamo would each have greater financial, management and operational focus, the ability to tailor its capital structure to its specific business needs, a management team dedicated to seizing strategic growth opportunities with maximum flexibility, including by providing an opportunity for improved equity currency for use in connection with acquisitions and employee compensation and an investor base aligned with the respective businesses. The

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board of directors of International Paper considered the following potential benefits in making its determination to effect the distribution:

In determining whether to pursue the distribution, International Paper’s board of directors considered the costs and risks associated with the transaction, including the cost associated with preparing Sylvamo to become an independent public company (including the dedication of sufficient resources to replicate certain technology applications and hardware, infrastructure and personnel), the time and effort required by this transaction from International Paper’s and Sylvamo’s management and the potential diversion of their attention away from their respective businesses and the loss of scale from operating as a single company. Notwithstanding these costs and risks, and taking into account the factors discussed above, International Paper’s board of directors determined that the separation and the distribution was the most attractive alternative to enhance shareholder value.

International Paper’s board of directors considered the incurrence of indebtedness to fund the Special Payment to International Paper as neither a positive or negative factor in making its determination to pursue the distribution. However, as International Paper currently has a level of debt which is supported in part by the operations of Sylvamo, the board of directors and management of International Paper determined that the incurrence of debt at Sylvamo and cash payment to International Paper with a portion of the proceeds thereof was prudent as a way to set the post-distribution capitalization structure of both companies in a way that the board of directors of International Paper felt was in the best interests of International Paper’s shareholders.

Internal Reorganization

The separation and distribution agreement between International Paper and Sylvamo will provide for the transfers of entities, assets and liabilities so that, as of the distribution, International Paper will retain the entities, assets and liabilities associated with International Paper’s Industrial Packaging and Global Cellulose Fibers businesses and Sylvamo will hold certain of the entities and related assets and liabilities associated with the Printing Papers business.

The internal reorganization is expected to include various restructuring transactions pursuant to which (1) most of the operations, assets and liabilities of International Paper used to conduct the Printing Papers business will be separated from the operations, assets and liabilities of International Paper used to conduct the Industrial Packaging and Global Cellulose Fibers segments’ operations, (2) such separated Printing Papers operations, assets and liabilities will be contributed, transferred or otherwise allocated to Sylvamo or one of its

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direct or indirect subsidiaries. These restructuring transactions may take the form of asset or equity transfers, mergers, demergers, distributions, contributions and similar transactions, and will involve the formation of new U.S. and foreign subsidiaries to own and operate International Paper’s Industrial Packaging and Global Cellulose Fibers businesses and Sylvamo’s Printing Papers business in such jurisdictions.

Following the distribution, International Paper will continue to own its Industrial Packaging and Global Cellulose Fibers businesses. Sylvamo may experience increased costs following the distribution or be unable to operate profitability after becoming a stand-alone company. See “Risk Factors—Risks Relating to the Separation and the Distribution.”

Manner of Effecting the Distribution

The general terms and conditions relating to the distribution will be set forth in an agreement between Sylvamo and International Paper, which we refer to as the “separation and distribution agreement.” See “The Distribution—Relationships Between International Paper and Sylvamo Following the Distribution—Separation and Distribution Agreement.”

International Paper will transfer to Sylvamo certain of the entities and the related assets and liabilities associated with International Paper’s Printing Papers business (which we refer to collectively as the “contribution”). In exchange for the contribution, Sylvamo will:

After the contribution, International Paper will spin off Sylvamo to the shareholders of International Paper by distributing approximately 80.1% of the shares of Sylvamo common stock to holders of International Paper common stock on a pro rata basis.

As a result of the distribution, Sylvamo will become an independent public company, although Sylvamo will continue to have a number of significant commercial and operational arrangements with International Paper and International Paper will continue to hold approximately a 19.9% stake in Sylvamo following the distribution. International Paper intends to dispose of the shares of Sylvamo common stock it retains within five years of the distribution. We have applied to list Sylvamo common stock on the NYSE under the symbol “SLVM”.

Holders of International Paper common stock will receive one share of Sylvamo common stock for every 11 shares of International Paper common stock owned on the Record Date for the distribution.

Based on the number of shares of International Paper common stock outstanding on August 15, 2021 and the distribution ratio, approximately 35,430,435 shares of Sylvamo common stock will be distributed to International Paper shareholders. The actual number of shares distributed will be based upon the number of International Paper shares outstanding on the Record Date. The shares of Sylvamo common stock to be distributed will constitute approximately 80.1% of the outstanding shares of Sylvamo common stock.

When and How You Will Receive Sylvamo Common Stock

International Paper will use a book-entry system to distribute shares of Sylvamo common stock. No stock certificates will be issued for Sylvamo shares. Following the distribution, each record holder of International Paper common stock on the Record Date will receive from the transfer agent a statement of the amount of shares of Sylvamo common stock credited to his or her account. If you are not a record holder of International Paper

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common stock on the Record Date because your shares are held on your behalf by your broker or other nominee, your shares of Sylvamo common stock should be credited to your account with your broker or other nominee on or about the Distribution Date, but you should check with your broker or other nominee.

No International Paper shareholder will be required to pay any cash or other consideration for shares of Sylvamo common stock received in the distribution, or to surrender or exchange shares of International Paper common stock in order to receive shares of Sylvamo common stock. No vote of International Paper shareholders is required or sought in connection with the distribution, and International Paper shareholders will have no appraisal rights in connection with the distribution.

In order to receive shares of Sylvamo common stock in the distribution, International Paper shareholders must have been shareholders as of 5:00 p.m., Eastern Time, on the Record Date.

Treatment of Fractional Shares

The transfer agent will not deliver any fractional shares of Sylvamo common stock in connection with the distribution. Instead, the transfer agent will aggregate all fractional shares and sell them on behalf of those holders who otherwise would be entitled to receive a fractional share. The transfer agent will determine in its sole discretion when, how and through which broker-dealers and at which price to sell aggregated fractional shares. We anticipate that these sales will occur as soon as practicable after the Distribution Date. Those holders will then receive a cash payment, in the form of a check, in an amount equal to their pro rata share of the total proceeds of those sales, which proceeds will not be reduced by any fees or expenses. It is expected that all fractional shares held in street name will be aggregated and sold by brokers or other nominees according to their standard procedures. You should contact your broker or other nominee for additional details.

None of International Paper, Sylvamo, or the transfer agent will guarantee any minimum sale price for the fractional shares of Sylvamo common stock. Neither Sylvamo nor International Paper will pay any interest on the proceeds from the sale of fractional shares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient shareholders. See “Material U.S. Federal Income Tax Consequences of the Distribution.”

Results of the Distribution

After the distribution, Sylvamo will be a separate public company operating the existing Printing Papers business of International Paper. Immediately after the distribution, Sylvamo expects to have approximately 44,232,752 shares of common stock outstanding, approximately 8,802,317 shares of which will be held by International Paper, based on the number of shares of International Paper common stock outstanding on August 15, 2021 and the distribution ratio of one share of Sylvamo common stock for every 11 shares of International Paper common stock. The actual number of shares distributed (and held by International Paper following the distribution) will be based upon the number of International Paper shares outstanding on the Record Date. The distribution will not affect the number of shares of International Paper common stock outstanding or any rights of International Paper shareholders.

Relationships Between Sylvamo and International Paper Following the Distribution

For purposes of governing the separation of Sylvamo from International Paper as well as certain of the ongoing relationships between International Paper and Sylvamo after the distribution, Sylvamo will enter into the agreements with International Paper described in this section. The forms of agreements summarized in this section will be included as exhibits to the registration statement on Form 10 filed with the SEC to which this information statement is attached. The following summaries are qualified in their entirety by reference to the agreements as filed. See “Where You Can Find More Information.” International Paper and Sylvamo intend to execute the separation and distribution agreement and the other agreements described below on or before the Distribution Date.

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Separation and Distribution Agreement

Transfer of Assets and Assumption of Liabilities

The separation and distribution agreement will identify the entities and related assets to be transferred to, and the liabilities to be assumed by, Sylvamo or International Paper, as applicable, in the internal reorganization. In particular, the separation and distribution agreement will provide that, among other things, subject to the terms and conditions and any exceptions contained therein:

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Except as expressly set forth in the separation and distribution agreement or any ancillary agreement, neither International Paper nor Sylvamo will make any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the internal reorganization, as to any approvals or notifications required in connection with the transfers, as to the value of or the freedom from any security interests of any of the assets transferred, as to the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either International Paper or Sylvamo, or as to the legal sufficiency of any document or instrument delivered to convey title to any asset or thing of value to be transferred in connection with the separation. Except as expressly set forth in the separation and distribution agreement or any ancillary agreement, all assets will be transferred on an “as is,” “where is” basis, and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, that any necessary consents or governmental approvals are not obtained, or that any requirements of law, agreements, security interests or judgments are not complied with.

Information in this information statement with respect to the assets and liabilities of the parties following the distribution is presented based on the allocation of such assets and liabilities pursuant to the separation and distribution agreement, unless the context otherwise requires. The separation and distribution agreement will provide that in the event that the transfer of certain assets and liabilities to International Paper or Sylvamo, as applicable, does not occur prior to the distribution, then until such assets or liabilities are able to be transferred, International Paper or Sylvamo, as applicable, will hold such assets on behalf and for the benefit of the other party and will pay, perform and discharge such liabilities, for which the other party will reimburse International Paper or Sylvamo, as applicable, for all commercially reasonable payments made in connection with the performance and discharge of such liabilities.

The Distribution

The separation and distribution agreement will govern the rights and obligations of the parties regarding the distribution following the completion of the separation. On the distribution date, International Paper will distribute to its shareholders that hold International Paper common stock as of the Record Date approximately 80.1% of the issued and outstanding shares of Sylvamo common stock on a pro rata basis, using a distribution ratio of one share of Sylvamo common stock for every 11 shares of International Paper common stock held by a shareholder. Shareholders will receive cash in lieu of any fractional shares. Following the distribution, International Paper shareholders will own directly approximately 80.1% of the outstanding shares of common stock of Sylvamo, and Sylvamo will be a separate company from International Paper. International Paper will retain no more than 19.9% of the outstanding shares of common stock of Sylvamo following the distribution.

Conditions to the Distribution

The separation and distribution agreement will provide that the distribution is subject to satisfaction or waiver by International Paper of certain conditions. These conditions are described under “The Distribution—Conditions to the Distribution.” International Paper, in its sole and absolute discretion, will determine the terms of, and to determine whether to proceed with, the distribution and, to the extent that it determines to proceed, to determine the Record Date, the Distribution Date and the distribution ratio.

Eastover and Other Restrictions

In the separation and distribution agreement, for ten years from the distribution date, Sylvamo will agree not to convert the production capabilities of the Eastover mill to produce any products other than printing papers and

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those products the mill was capable of producing on the distribution date. The prohibition will survive a change of control of Sylvamo and a transfer of the Eastover mill. Sylvamo will also grant International Paper a perpetual, one-time right of first refusal over a transfer of the Eastover mill if Sylvamo proposes to sell the mill to a third party, subject to the terms and conditions set forth in the separation and distribution agreement. If International Paper waives its right to exercise the right of first refusal and ten years have not elapsed from the distribution date, the prohibition on conversion would survive the transfer. Sylvamo also agrees to comply with restrictive covenants applicable to the Printing Papers business prior to the spin in connection with prior transactions by International Paper, including the sale of the Kwidzyn mill in Poland.

Releases

The separation and distribution agreement will provide that Sylvamo and its subsidiaries will release and discharge International Paper and its subsidiaries from all liabilities assumed by Sylvamo as part of the separation, from all acts and events occurring and all conditions existing prior to the distribution relating to Sylvamo’s business, and from all liabilities arising in connection with the implementation of the separation and distribution, except as expressly set forth in the separation and distribution agreement. International Paper and its subsidiaries will release and discharge Sylvamo and its subsidiaries from all liabilities retained by International Paper and its subsidiaries as part of the separation, from all acts and events occurring and all conditions existing prior to the distribution relating to International Paper’s business, and from all liabilities arising in connection with the implementation of the separation, except as expressly set forth in the separation and distribution agreement.

These releases will not extend to third parties or obligations or liabilities under any agreements between the parties that remain in effect following the distribution, which agreements include the separation and distribution agreement and the other agreements described under “Certain Relationships and Related Person Transactions.”

Indemnification

In the separation and distribution agreement, Sylvamo will agree to indemnify, defend and hold harmless International Paper, each of International Paper’s subsidiaries and each of International Paper and its subsidiaries’ respective directors, officers and employees and agents, from and against all liabilities relating to, arising out of or resulting from:

International Paper will agree to indemnify, defend and hold harmless Sylvamo, each of Sylvamo’s subsidiaries and each of Sylvamo and Sylvamo’s subsidiaries’ respective directors, officers and employees and agents from and against all liabilities relating to, arising out of or resulting from:

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The separation and distribution agreement will also establish procedures with respect to claims subject to indemnification and related matters, including the defense and settlement of third-party claims. Certain ancillary agreements have indemnification provisions and procedures that will govern with respect to the matters addressed in those ancillary agreements.

Insurance

The separation and distribution agreement will provide for the allocation between the parties of rights and obligations under existing International Paper insurance policies with respect to occurrences prior to the distribution and set forth procedures for the administration of insured claims and related matters.

Further Assurances

In addition to the actions specifically provided for in the separation and distribution agreement, except as otherwise set forth therein or in any ancillary agreement, both International Paper and Sylvamo will agree in the separation and distribution agreement to use reasonable best efforts, prior to, on and after the distribution, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the separation and distribution agreement and the ancillary agreements.

Dispute Resolution

The separation and distribution agreement will contain provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between International Paper and Sylvamo related to the separation or distribution and that are unable to be resolved through good faith discussions between International Paper and Sylvamo. These provisions will contemplate that efforts will be made to resolve disputes, controversies and claims by escalation of the matter to executives of International Paper and Sylvamo, and that, if such efforts are not successful, either International Paper or Sylvamo may submit the dispute, controversy or claim to binding alternative dispute resolution, subject to the provisions of the separation and distribution agreement.

Expenses

Except as expressly set forth in the separation and distribution agreement or in any ancillary agreement, International Paper will be responsible for all costs and expenses incurred in connection with the separation and distribution incurred prior to the distribution, including costs and expenses relating to legal and tax counsel, financial advisors and accounting advisory work related to the separation and distribution. Except as expressly

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set forth in the separation and distribution agreement or in any ancillary agreement, all costs and expenses incurred in connection with the separation and distribution after the distribution will be paid by the party incurring such cost and expense.

Other Matters

Other matters governed by the separation and distribution agreement will include access to financial and other information, public filing of financial statements, confidentiality, access to and provision of records, ownership of privileged materials, domain name use, and treatment of outstanding guarantees and similar credit support.

Termination

The separation and distribution agreement will provide that it may be terminated, and the separation and distribution may be modified or abandoned, at any time prior to the distribution date in the sole and absolute discretion of International Paper without the approval of any other person, including Sylvamo. In the event of a termination of the separation and distribution agreement, no party, nor any of its directors, officers or employees, will have any liability of any kind to the other party or any other person. After the distribution, the separation and distribution agreement may not be terminated, except by an agreement in writing signed by both International Paper and Sylvamo.

Transition Services Agreement

In connection with the distribution, International Paper and Sylvamo will enter into a transition services agreement, pursuant to which International Paper and Sylvamo will provide to each other certain specified services on an interim, transitional basis, where Sylvamo and International Paper may need assistance and support following the distribution. Services to be provided by International Paper to Sylvamo include, but are not limited to: (i) information technology; (ii) finance; (iii) operations support and planning; (iv) facility access and services comparable to such access and services currently provided in certain locations; (v) legal consultation resources; (vi) knowledge transfer and other services with respect to sourcing; and (vii) supply chain services. Services to be provided by Sylvamo to International Paper include tax and accounting services for the French packaging business and environmental process management services.

The charges for the transition services are expected to allow the providing company to fully recover the allocated direct costs of providing the services, plus all out-of-pocket costs and expenses, generally without profit during the initial 12-month term of the services.

The services provided under the transition services agreement will generally commence on the Distribution Date and expire at various times to be specified in the agreement, but not exceeding 12 months following the Distribution Date. The receiving party may terminate certain specified services by giving prior written notice to the provider of such services. The receiving party may also extend any service for a maximum period of three months following the end of the term to the extent such service is required beyond the initial term. We anticipate that we will generally be in a position to complete transition of more services within 12 months following the Distribution Date. Services under the transition services agreement cannot be extended beyond 15 months following the Distribution Date.

The liabilities of each party providing services under the transition services agreement will generally be limited to the aggregate fees actually paid to International Paper by Sylvamo during the term pursuant to the transition services agreement.

Tax Matters Agreement

In connection with the separation and distribution, International Paper and Sylvamo will enter into a tax matters agreement that will govern the parties’ respective rights, responsibilities and obligations with respect to

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taxes (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests, and other tax matters).

Under the tax matters agreement, International Paper generally will be responsible for all U.S. federal, state or foreign taxes imposed on, measured by or calculated with respect to income or net worth and any other franchise or similar taxes imposed on or payable by International Paper or any member of its Group (including any such taxes due and owing on any consolidated, combined or unitary tax return that is required to be filed by International Paper or any member of its Group), and Sylvamo generally will be responsible for all U.S. federal, state or foreign taxes imposed on, measured by or calculated with respect to income or net worth and any other franchise or similar taxes imposed on or payable by Sylvamo or one or more members of its Group (other than taxes due and owing on any consolidated, combined or unitary return for which International Paper is responsible), except (1) special rules will apply with respect to certain taxes imposed in connection with the separation and distribution, (2) Sylvamo will be responsible for certain taxes specifically allocated to Sylvamo under the tax matters agreement, (3) Sylvamo will be responsible for taxes resulting from any breach of certain representations or covenants made by Sylvamo, as applicable, in the tax matters agreement or other separation-related agreements, (4) International Paper will be responsible for certain taxes specifically allocated to International Paper under the tax matters agreement and (5) International Paper will be responsible for taxes resulting from any breach of covenant made by International Paper, as applicable, in the tax matters agreement or other separation-related agreements.

The tax matters agreement will provide special rules that allocate tax liabilities in the event either (1) the distribution, together with certain related transactions, fails to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code or (2) certain internal separation transactions that are intended to qualify as transactions that are generally tax-free fail to so qualify. Under the tax matters agreement, each party generally will be responsible for any taxes and related amounts imposed on International Paper or Sylvamo as a result of the failure to so qualify, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant covenants made by that party in the tax matters agreement.

In addition, the tax matters agreement will impose certain restrictions on Sylvamo and its subsidiaries during the two-year period following the distribution that will be intended to prevent either of the distributions, together with certain related transactions, from failing to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. Specifically, during such period, except in specific circumstances, Sylvamo and its subsidiaries will generally be prohibited from (1) ceasing to conduct certain businesses, (2) entering into certain transactions or series of transactions pursuant to which all or a portion of the shares of Sylvamo common stock would be acquired or all or a portion of certain assets of Sylvamo and its subsidiaries would be acquired, (3) liquidating or merging or consolidating with any other person, (4) issuing equity securities beyond certain thresholds, (5) repurchasing Sylvamo stock other than in certain open-market transactions or (6) taking or failing to take any other action that would cause the distribution, together with certain related transactions, to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code or for other applicable non-U.S. income tax purposes. Further, the tax matters agreement will impose similar restrictions on Sylvamo’s subsidiaries during the two-year period following the distribution that are intended to prevent certain transactions undertaken as part of the internal reorganization from failing to qualify as transactions that are generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code or for applicable non-U.S. income tax purposes.

The tax matters agreement also allocates liability for any and all taxes, interest, penalties or legal charges imposed by any Brazilian governmental authority resulting from the Brazil Tax Dispute (the “Brazil Income Tax Liabilities”). If a tax amnesty program is enacted prior to the distribution date and International Paper decides to participate in the amnesty program prior to the distribution date, International Paper would pay 100% of the liability up to $180 million, Sylvamo would pay up to the next $60 million of the liability and International Paper would pay 100% of any liability over $240 million. Unless International Paper decides to resolve the Brazil Tax Dispute prior to the date of the distribution (including by becoming party to an applicable amnesty program),

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International Paper will pay 60%, and Sylvamo will pay 40%, on up to $300 million of the Brazil Income Tax Liabilities (equivalent to a total cap on Sylvamo payments of $120 million), and International Paper will pay all amounts of the Brazil Income Tax Liabilities over $300 million. If any of the surety bonds provided by IP Brasil are drawn to pay any Brazil Income Tax Liabilities in connection with the Brazil Tax Dispute and International Paper has indemnified the provider of such surety bonds and reimburses the surety bond providers for such amounts, Sylvamo will be required to pay International Paper an amount equal to 40% of up to $300 million of the amounts so reimbursed by International Paper. After the distribution, all decisions concerning the conduct of the litigation related to the Brazil Tax Dispute, including as to strategy, settlement, pursuit and abandonment, will continue to be made by International Paper. International Paper’s right to be reimbursed will be junior (but not subordinated) to Sylvamo’s existing and future senior secured indebtedness, including the credit agreements expected to be entered into prior to the distribution. International Paper has agreed that after the distribution it will continue to indemnify the provider of the surety bonds during the pendency of the appeal in the Brazilian federal court, for which Sylvamo will pay International Paper an annual guarantee fee calculated at an annual rate of 1.5% based on 40% of up to $300 million of the face amount of the surety bond, which face amount was $351 million as of June 30, 2021. International Paper has agreed to reimburse Sylvamo for 60% of the premium paid to the surety bond providers with a face amount of up to $300 million and 100% of any incremental premium attributable to the portion of such surety bonds that exceeds $300 million. In the event that International Paper is required to post collateral to secure its obligations under the surety bonds, the guarantee fee will terminate, and Sylvamo will pay International Paper a collateral fee calculated at an annual rate equal to LIBOR plus 3% based on 40% of up to $300 million of the fair market value of the collateral unless Sylvamo elects to post collateral in satisfaction of 40% of up to $300 million of the liability, in which case the collateral fee shall be zero.

Employee Matters Agreement

In connection with the distribution, we will enter into an employee matters agreement with International Paper that addresses the treatment of employees and former employees of the Printing Papers business with respect to their participation in employee benefit plans that currently exist or that Sylvamo intends to establish in connection with the separation and distribution. The employee matters agreement also allocates responsibility for employment-related liabilities associated with persons who have performed services for the Printing Papers business and addresses certain other employment and compensation matters, including the treatment of the collective bargaining agreements pertaining to persons who will become our employees.

Transfer of Employment and Assumption of Liabilities; Collective Bargaining Agreements

Prior to the distribution, Sylvamo will either offer employment to each employee working in the Printing Papers business, or otherwise cause the employment of each such Printing Papers employee to transfer to Sylvamo (including pursuant to automatic employment transfers under applicable non-U.S. law), except those specifically designated to remain with International Paper. In general, Sylvamo will assume all employment-related liabilities related to transferred Printing Papers employees and all non benefit plan-related employment liabilities for former Printing Papers employees, and International Paper will assume or retain all employment-related liabilities related to its retained employees and benefit plan-related liabilities for former employees of the Printing Papers business. However, International Paper will reimburse Sylvamo for payments made under certain U.S. non-qualified retirement plans, as set forth below, and an International Paper affiliate will continue to provide coverage for certain U.S. worker’s compensation claims of Printing Papers employees. As described below, Sylvamo will also assume certain benefit plan-related liabilities related to former Printing Papers employees outside the United States in accordance with the requirements of applicable law. At or prior to the distribution, Sylvamo will assume obligations and contractual commitments under existing collective bargaining agreements covering employees of the Printing Papers business. The employee matters agreement provides that, for the 18-month period following the initial transfer of U.S.-based Printing Papers employees to Sylvamo (which is anticipated to occur one month prior to the distribution), neither Sylvamo nor International Paper may solicit or hire the other’s employees, subject to specified customary exceptions and any limitations imposed by applicable law.

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Continuation of Compensation and Benefits

Upon the transfer of employment, transferring Printing Papers employees will generally cease active participation in International Paper’s employee benefit plans and commence participation in Sylvamo employee benefit plans. For a period of one year following the distribution, Sylvamo shall provide each transferred employee of the Printing Papers business with, at a minimum, the same rate of base salary and the same target annual bonus opportunity that were provided prior to the transfer and employee benefits under employee benefit plans of Sylvamo that include health insurance, a tax-qualified defined contribution retirement plan and paid time off. Any new plans established by Sylvamo will generally provide each transferred employee with credit for all service, compensation and any other factors affecting benefit determinations that were recognized under the corresponding International Paper benefit plan to the same extent as such International Paper plan. Sylvamo must establish a U.S. qualified and non-qualified defined benefit pension plan and a U.S. qualified and non-qualified defined contribution savings plan, each of which will provide benefits to transferred employees in the U.S. that are substantially identical to the corresponding International Paper benefit plan in effect prior to the initial transfer of employment of Printing Papers employees to Sylvamo. Compensation and benefits for non-U.S. Printing Papers employees will also be provided in accordance with the requirements of applicable law.

Retirement Plans

Sylvamo’s qualified U.S. defined benefit pension plan will accept all liabilities relating to transferred Printing Papers employees under the corresponding International Paper pension plan. As soon as administratively practical following the distribution, the International Paper pension plan will transfer cash to Sylvamo’s pension plan in an amount equal to the present value of the accrued benefit liabilities the Sylvamo pension plan assumed on the date such Printing Papers employees transfer to Sylvamo. Sylvamo shall also assume, under its non-qualified U.S. defined benefit pension plan, all liabilities relating to transferred Printing Papers business employees under the corresponding International Paper pension plan. International Paper shall be responsible for reimbursing Sylvamo, on a net-after tax basis, for payments made under such plan to the extent of each such transferred employee’s entitlements under the corresponding International Paper plan as of the date the employee transfers to Sylvamo. Outside of the United States, Sylvamo shall assume all International Paper plans providing pension or retirement benefits to Printing Papers employees, except for certain non-transferring Printing Papers employees working in Italy and Spain, where International Paper shall retain responsibility for all such plans. Any assets or liabilities transferred or assumed in connection with U.S. defined benefit pension plans shall be calculated and certified in accordance with the employee matters agreement, and asset and liabilities transfers outside the United States shall be effected in accordance with applicable local law.

From and after the date that transferred Printing Papers employees transfer to Sylvamo, Sylvamo will have established a qualified defined contribution savings plan that will accept a transfer of all account balances of transferred Printing Papers employees in the United States from the corresponding International Paper savings plans, including the transfer of any participant loans outstanding under such plans. Sylvamo shall also establish and maintain a non-qualified defined contribution savings plan for such transferring employees who participated in the corresponding International Paper non-qualified defined contribution savings plan and shall assume under such Sylvamo plan all liabilities for such transferring employees under such corresponding International Paper plan. International Paper shall be responsible for reimbursing Sylvamo, on a net-after tax basis, for payments made under Sylvamo’s non-qualified savings plan to the extent of each such transferred employee’s entitlements under the corresponding International Paper plan as of the date the employee transfers to Sylvamo.

Cash and Equity Incentive Compensation Plans

In connection with the distribution, equity-based awards granted by International Paper prior to the separation will be treated as described below.

PSP Awards. Effective as of the distribution, the number of shares of International Paper common stock subject to each outstanding performance share plan (“PSP”) award, including reinvested dividends, held by a

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transferring Printing Papers employee will be adjusted to cover a number of shares of International Paper common stock equal to (i) the number of shares covered by such award prior to the distribution multiplied by (ii) a fraction, the numerator of which is the number of months of the applicable performance period that have been completed as of the distribution, and the denominator of which is the total number of months in the performance period applicable to such award. Any remaining shares subject to such PSP award shall be cancelled and forfeited as of the date of the distribution. The adjusted PSP award shall remain outstanding and eligible to vest and be paid based on the applicable performance criteria at the same time and on the same terms as if such Printing Papers employee had remained employed by International Paper through the end of the applicable performance period.

Restricted Share Unit and Restricted Stock Awards. Effective as of the distribution, each outstanding award of restricted shares or restricted stock units of International Paper common stock held by a transferring employee of the Printing Papers business will be cancelled and forfeited.

Replacement Awards. Effective as of the distribution, Sylvamo shall grant to each transferred employee of the Printing Papers business who forfeits awards as described above with replacement awards in Sylvamo. For each forfeited PSP award, the holder will be granted a replacement award in Sylvamo shares of equivalent value (as of the distribution) to the shares forfeited under the PSP award, which will be eligible to vest and become payable in three equal installments on each of the three payment dates applicable to the forfeited PSP awards, based solely on the employee’s continued service with Sylvamo through such dates. For each forfeited restricted stock unit or restricted share award that is not settled by International Paper prior to the distribution, the holder will be granted a replacement award in Sylvamo shares of equivalent value (as of the distribution) to the shares forfeited under the International Paper restricted share award with terms substantially identical to those of the forfeited award, except that Sylvamo shall replace International Paper for all purposes of such award, including any continued service requirement.

Short Term Incentive Compensation. Within 30 days following the distribution, International Paper shall pay any transferred Printing Papers employee with a title below senior vice president, a cash bonus under International Paper’s Management Incentive Plan, equal to a pro-rated portion of such employee’s target annual incentive opportunity under such plan, based on the number of months prior to the distribution date in the calendar year in which the distribution occurs in which the employee worked 15 days or more. For any transferred Printing Papers employee with a title of senior vice president or higher, International Paper will pay to such employee, at the same time that bonuses are paid to other officers of International Paper, an amount under the Management Incentive Plan that such employee would have been eligible to receive, but pro-rated based on the number of months worked prior to the distribution in the same manner as described in the immediately preceding sentence. Sylvamo is required to maintain the hourly incentive plans and sales incentive plans of International Paper for Printing Papers employees until the first anniversary of the distribution, subject to adjustment, to performance metrics or otherwise, as may be necessary to reflect the distribution.

Registration Rights Agreement

In connection with the distribution, we will enter into a registration rights agreement with International Paper to provide International Paper with registration rights relating to shares of Sylvamo common stock held by International Paper following the distribution. International Paper and its permitted transferees may require us to register under the Securities Act, all or any portion of these shares, a so-called “demand request,” subject to certain limitations and requirements.

International Paper and its permitted transferees will also have “piggyback” registration rights, such that International Paper and its permitted transferees may include their respective shares in any future registrations of Sylvamo equity securities, whether or not that registration relates to a primary offering by Sylvamo or a secondary offering by or on behalf of any of Sylvamo’s stockholders. The demand registration rights and piggyback registration rights will be each subject to market cut-back exceptions.

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The registration rights agreement will set forth customary registration procedures. Sylvamo will also agree to indemnify International Paper and its permitted transferees with respect to liabilities resulting from untrue statements or omissions in any registration statement used in any such registration, other than untrue statements or omissions resulting from information furnished to us for use in a registration statement by International Paper or any permitted transferee.

Supply and Offtake Agreements

In connection with the separation, International Paper and Sylvamo will enter into two supply and offtake agreements (the “offtake agreements”), pursuant to which International Paper will continue to produce uncoated freesheet and, in the case of Georgetown, wallboard tape, uncoated bristols and specialty papers at its mills in Selma, Alabama and Georgetown, South Carolina for Sylvamo following the distribution. Sylvamo will purchase these products from International Paper at the total cash costs of the mill for producing each ton of product. Sylvamo will use reasonable best efforts to keep the paper machines at the mills operating at full budgeted capacity and will bear financial responsibility for lack of orders under the offtake agreements.

The term of each offtake agreement will commence on or around the Distribution Date and expire after 10 years. The Riverdale offtake agreement may be terminated early by International Paper effective as early as January 1, 2024 and by Sylvamo effective as early as January 1, 2026, in each case with six months notice. The Georgetown offtake agreement may be terminated early by International Paper effective as early as January 1, 2023 and by Sylvamo effective as early as January 1, 2025, in each case with six months notice. International Paper may also terminate the offtake agreements if orders are less than 80% of budgeted capacity for a period of 60 days.

Corrugated Packaging Purchase Agreement

In connection with the separation, International Paper through its French subsidiary Papeteries d’Espaly SAS, and Sylvamo, through its French subsidiary, will continue their contractual relationship pursuant to an agreement entered into on May 1, 2020 pursuant to which Sylvamo will purchase corrugated boxes produced by International Paper. The agreement contains pricing and minimum order quantity, including the revision formula applicable quarterly. The agreement has an initial term of three years, with renewal by mutual agreement. For the year ended December 31, 2020, Sylvamo paid International Paper €3.9 million.

Corrugated Packaging Supply Agreement

In connection with the separation, International Paper and Sylvamo will enter into a Supply Agreement pursuant to which Sylvamo will agree to purchase 100% of its requirements for certain corrugated packaging products, primarily corrugated boxes, from International Paper. The Supply Agreement contains pricing and minimum order quantities, with pricing being subject to quarterly price adjustments based on certain industry pricing indices. The Supply Agreement will have an initial term of three years, with automatic one year renewals that either party may decline with at least 90 days’ notice.

Fiber Purchase Agreement

In connection with the separation, International Paper and Sylvamo will enter into a Fiber Purchase Agreement (the “Fiber Agreement”) whereby International Paper will facilitate the sale and delivery of to Sylvamo 100% of Sylvamo’s requirements for hardwood, softwood, roundwood and chips, and fiber fuel at Sylvamo’s mills located in Ticonderoga, New York and Eastover, South Carolina. Sylvamo will pay International Paper a monthly procurement fee for its procurement services. The Fiber Agreement has an initial term of ten years, which may be extended for additional ten years periods upon mutual written agreement of the parties.

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Recyclable Material Master Purchase Agreement

In connection with the separation, International Paper and Sylvamo will enter into a Recyclable Material Master Purchase Agreement (“RMMPA”) pursuant to which International Paper will agree to purchase 100% of certain recyclable commodities that are not consumed in Sylvamo’s own operations, primarily hard white envelope, old corrugated containers, cores and mixed paper. Pricing is primarily based on corresponding regional Fastmarkets RISI indices. The RMMPA will have an initial term of three years, with automatic one year renewals that either party may decline with notice.

Tax-Exempt Bond Agreement (Eastover)

In connection with the separation, International Paper and Sylvamo will enter into a Tax-Exempt Bond Agreement (the “Eastover TEBA”) pursuant to which Sylvamo will agree to use certain assets at the Eastover mill that were financed with proceeds of tax-exempt bonds (the “Eastover Bonds”) in a qualifying manner and to assist International Paper in connection with any audit of the Eastover Bonds. The Eastover TEBA will remain in effect while the Eastover Bonds are outstanding.

Tax-Exempt Bond Agreement (Ticonderoga)

In connection with the separation, International Paper and Sylvamo will enter into a Tax-Exempt Bond Agreement (the “Ticonderoga TEBA”) pursuant to which Sylvamo will agree to use certain assets at the Ticonderoga Mill that were financed with proceeds of tax-exempt bonds (the “Ticonderoga Bonds”) in a qualifying manner and to assist International Paper in connection with any audit of the Ticonderoga Bonds. The Ticonderoga TEBA will remain in effect while the Ticonderoga Bonds are outstanding.

Temporary Occupancy Agreement

In connection with the separation, Sylvamo will enter into a short-term temporary occupancy agreement with International Paper for approximately 40,493 square feet of office space at the current International Paper headquarters in Memphis, Tennessee. The agreement will begin September 1, 2021, and Sylvamo will pay rent in the amount of $180,666.67 per month, and the agreement term will be approximately seven months, or until the new Sylvamo headquarters is ready for occupancy.

La Mirada, California Lease

In connection with the separation, Sylvamo will enter into a three-year lease agreement with International Paper with respect to an approximately 236,069 square foot warehouse in La Mirada, California.

Intellectual Property Licenses

In connection with the separation, International Paper and Sylvamo will enter into a number of license agreements that will provide to each other ongoing rights to use, under specified conditions, certain intellectual property following the separation.

We will enter into a Retained Intellectual Property License Agreement, Retained Copyright License Agreement and Retained Know-How and Technology License Agreement that will grant Sylvamo a perpetual and non-exclusive license to use certain patents (and the know-how associated therewith), copyrights and general know-how and technology, respectively, owned by or licensed to International Paper.

In addition, we will enter into a Transferred Intellectual Property License Agreement that will grant International Paper a perpetual and non-exclusive license to use certain patents (and the know-how associated therewith) owned by Sylvamo to make, have made, sell, offer to sell, import and export products and services.

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Under a Transitional Trademark License Agreement, Sylvamo will receive a non-exclusive license, to use the “International Paper” name, subject to certain quality control provisions, (i) on finished product inventory or packaging materials, existing as of the separation or manufactured by Sylvamo thereafter, for a period of either six (6) or twelve (12) months depending on the products, and (ii) to otherwise transition off of the use of such name, for a period of six (6) months.

Brazil Payment Agreement

In connection with the separation, a subsidiary of International Paper and a subsidiary of Sylvamo will enter into a letter agreement, pursuant to which the Sylvamo subsidiary will make a payment of $100 million to the International Paper subsidiary if any portion of the Brazil eucalyptus forest plantations owned by Sylvamo as of the Distribution Date are directly or indirectly transferred, subject to certain exceptions for immaterial transfers. A transfer includes any sale, pledge or transfer of any legal or beneficial interest in the Brazil lands, including any grant of an option or other right or interest or entry into any contract that would result in a reduction or diminution of Sylvamo’s economic ownership in the Brazil lands. A change of control of Sylvamo would also result in the payment becoming due and payable. A U.S. subsidiary of Sylvamo will guarantee this payment obligation to the subsidiary of International Paper.

Trading Prior to the Distribution Date

We expect a “when-issued” market in our common stock to develop as early as two trading days prior to the Record Date for the distribution and continue through the close of trading on the day prior to the Distribution Date. When-issued trading refers to a sale or purchase made conditionally before the Distribution Date because the securities of the spun-off entity have not yet been distributed. If you own shares of International Paper common stock on the Record Date, you will be entitled to receive shares of our common stock in the distribution. You may trade this entitlement to receive shares of our common stock, without the shares of International Paper common stock you own, on the when-issued market. We expect when-issued trades of our common stock to settle within three trading days after the Distribution Date. On the Distribution Date, we expect that when-issued trading of our common stock will end and “regular-way” trading will begin.

We also anticipate that, as early as two trading days prior to the Record Date and continuing through the close of trading on the day prior to the Distribution Date, there will be two markets in International Paper common stock: a “regular-way” market and an “ex-distribution” market. Shares of International Paper common stock that trade on the regular-way market will trade with an entitlement to receive shares of our common stock in the distribution. Shares that trade on the ex-distribution market will trade without an entitlement to receive shares of our common stock in the distribution. Therefore, if you sell shares of International Paper common stock in the regular-way market up to and continuing through the close of trading on the day prior to the Distribution Date, you will be selling your right to receive shares of our common stock in the distribution. However, if you own shares of International Paper common stock on the Record Date and sell those shares in the ex-distribution market up to and continuing through the close of trading on the day prior to the Distribution Date, you will still receive the shares of our common stock that you would otherwise be entitled to receive in the distribution.

Following the Distribution Date, we expect shares of our common stock to be listed on the NYSE under the trading symbol “SLVM”. If when-issued trading occurs, the listing for our common stock is expected to be under a trading symbol different from our regular-way trading symbol. We will announce our when-issued trading symbol when and if it becomes available. If the distribution does not occur, all when-issued trading will be null and void.

Listing and Trading of the Shares of Sylvamo Common Stock

As of the date of this information statement, we are a wholly-owned subsidiary of International Paper and, accordingly, there is currently no public market for our common stock, although a “when-issued” market in our common stock may develop on or shortly before the Record Date. See “—Trading Prior to the Distribution Date”

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above for an explanation of a “when-issued” market. We have applied to list our shares of common stock on the NYSE under the symbol “SLVM”.

We cannot assure you as to the price at which our common stock will trade before, on or after the Distribution Date, and the price at which such stock trades may fluctuate significantly. In addition, the combined trading prices of International Paper common stock and Sylvamo common stock following the distribution may be less than, equal to or greater than the current trading price of International Paper common stock. There can be no assurance that, following the distribution, the combined trading prices of International Paper common stock and Sylvamo common stock will equal or exceed what the trading price of International Paper common stock would have been in the absence of the distribution. See “Risk Factors— Risks Relating to Our Common Stock.”

Shares of Sylvamo common stock distributed to International Paper’s shareholders will be freely transferable, except for such shares that are distributed to persons who are considered our affiliates. Individuals or entities may be deemed to be affiliates of Sylvamo if they control, are controlled by, or are under common control with, Sylvamo, as those terms generally are interpreted for U.S. federal securities law purposes. These persons may include certain or all of our directors, officers and significant shareholders. In addition, individuals who are affiliates of International Paper on the Distribution Date may be deemed to be affiliates of Sylvamo. Individuals who are our affiliates, or are deemed our affiliates, will be permitted to sell their shares of Sylvamo common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as those afforded by Section 4(a)(1) of the Securities Act or Rule 144 thereunder.

Conditions to the Distribution

We expect that the distribution will be effective on the Distribution Date, provided that the conditions described below have been satisfied or waived by International Paper:

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The fulfillment of the above conditions will not create any obligation on International Paper’s part to effect the distribution. International Paper, in its sole and absolute discretion, will determine the terms of, and whether to proceed with, the distribution and, to the extent it determines to proceed, determine the Record Date and Distribution Date.

Regulatory Approval

Apart from the registration under U.S. federal securities laws of the Sylvamo common stock to be distributed in the distribution and related stock exchange listing requirements, we do not believe that any other material governmental or regulatory filings or approvals will be necessary to consummate the distribution.

No Appraisal Rights

International Paper shareholders will not have appraisal rights in connection with the distribution.

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FINANCING ARRANGEMENTS

Senior Secured Credit Facilities

In connection with the the distribution, we expect to enter into a credit agreement with Bank of America, N.A., as administrative agent, and the other financial institutions and lenders from time to time party thereto (the “Credit Agreement”), providing for senior secured credit facilities comprised of (i) a $450.0 million revolving credit facility (the “Revolving Credit Facility”), (ii) a $450.0 million term loan “B” facility (the “Term Loan B Facility”) and (iii) a $520.0 million term loan “F” facility (the “Term Loan F Facility” and together with the Term Loan B Facility, the “Term Loan Facilities; and the Term Loan Facilities, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”).

The principal terms of our Senior Secured Credit Facilities are anticipated to be as summarized in the foregoing paragraph and below. However, the parties and principal amounts set forth in the foregoing paragraph and the applicable interest rates and other terms of the Senior Secured Credit Facilities described below may not be definitively determined until shortly before our entry into the Senior Secured Credit Facilities and may differ from those described, depending on market conditions and other factors.

General

The Term Loan B Facility is expected to mature on the seven-year anniversary of the signing date of the Senior Secured Credit Facilities. The Term Loan F Facility is expected to mature on the six-year anniversary of the signing date of the Senior Secured Credit Facilities. The Revolving Credit Facility is expected to mature on the five-year anniversary of the signing date of the Senior Secured Credit Facilities. In addition, however, we expect the Credit Agreement will provide the right upon the request of the Company and without the consent of any other lender (i) for individual lenders under each of the Term Loan Facilities, to extend the maturity date of their loans under the applicable Term Loan Facility and (ii) for individual lenders under the Revolving Credit Facility, to extend the commitment expiration date of their portion of the commitments under the Revolving Credit Facility. The Revolving Credit Facility is expected to include a sub-facility of $100.0 million for standby and commercial letters of credit and a sub-facility of $25.0 million for swing line loans. Loans under the Revolving Credit Facility may be requested to be drawn and repaid in U.S. dollars and, with respect to up to 50% of the commitments thereunder, drawn and repaid in euros and, subject to certain conditions including the approval of the administrative agent and all lenders thereunder, drawn and repaid in certain other requested currencies.

Subject to certain conditions, without the consent of the then existing lenders (but subject to the receipt of commitments), we expect that the Term Loan Facilities and the Revolving Credit Facility may be expanded (or a new term loan facility added) by up to (i) the greater of (x) $ 250.0 million and (y) an amount equal to 50% of consolidated EBITDA plus (ii) the principal amount of certain voluntary repayments of the loans under the Senior Secured Credit Facilities (with, in the case of the Revolving Credit Facility, accompanying permanent commitment reductions) and open market purchases (which if made below par, will be given credit at the purchase price) plus (iii) an unlimited amount as will not cause the pro forma consolidated secured leverage ratio after giving effect to the incurrence of such additional amount and any use of proceeds thereof to exceed a specified consolidated secured leverage ratio. Amounts available pursuant to clause (iii) of the preceding sentence may be utilized prior to amounts under clauses (i) and (ii).

Subject to our agreement that the proceeds of the Term Loan F Facility are used solely to finance new or refinance previous investments (which financing or refinancing may take the form of a distribution to International Paper) that allow our and our subsidiaries’ pulp and paper mills to generate electric power from renewable energy sources (namely, energy conversion systems fueled by biomass) and to use the renewable power for their operations, the loans under the Term Loan Facilities are expected to be incurred prior to the consummation of the distribution, and the proceeds of the Term Loan B Facility may be used to finance, in part, the Special Payment, and to pay certain fees and expenses relating to the Transactions. The loans under the

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Revolving Credit Facility (i) are expected to be incurred prior to the consummation of the distribution in an amount not exceeding $100.0 million to finance, in part, the Special Payment, with additional loan proceeds in excess of $100.0 million available to be incurred to pay certain fees and expenses relating to the Transactions and (ii) may be used after consummation of the distribution for working capital and for other general corporate purposes. Letters of credit may be issued on and after the initial funding date of the Senior Secured Credit Facilities.

Interest Rates and Fees

The loans under the Term Loan B Facility will bear interest at an annual rate equal to (i) LIBOR plus an applicable margin, or (ii) the base rate (which will be the highest of (x) the base rate established by the administrative agent as its prime rate in effect from time to time, (y) the federal funds effective rate plus 0.50% per annum and (z) one-month LIBOR (adjusted for maximum reserves) plus 1.00% per annum) plus an applicable margin. The loans under the Term Loan B Facility are expected to be subject to a LIBOR “floor” of 0.50%.

The loans under the Term Loan F Facility and the Revolving Credit Facility are expected to bear interest at an annual rate equal to (i) LIBOR (or in the case of euro denominated loans, EURIBOR) plus an applicable margin initially expected to be set at 1.90% with respect to the Term Loan F Facility and 1.75% with respect to the Revolving Credit Facility or (ii) other than in the case of non-U.S. dollar denominated loans, the base rate (which will be the highest of (x) the base rate established by the administrative agent as its prime rate in effect from time to time, (y) the federal funds effective rate plus 0.50% per annum and (z) one-month LIBOR (adjusted for maximum reserves) plus 1.00% per annum) plus an applicable margin initially expected to be set at 0.90% with respect to the Term Loan F Facility and 0.75% with respect to the Revolving Credit Facility. The loans under the Term Loan F Facility and the Revolving Credit Facility are expected to be subject to a LIBOR “floor” of 0.00%. Following the delivery of financial statements for the first full fiscal quarter completed after the initial funding date of the Senior Secured Credit Facilities, interest rate spreads under the Term Loan F Facility and the Revolving Credit Facility are expected to be determined by reference to a leveraged-based pricing grid.

In addition to paying interest on outstanding principal under our Senior Secured Credit Facilities, we are required to pay customary agency fees, letter of credit fees and a commitment fee in respect of the unutilized commitments under the Revolving Credit Facility that is initially expected to be set at 0.275% and, following the delivery of financial statements for the first full fiscal quarter completed after the initial funding date of the Senior Secured Credit Facilities, such commitment fee to be determined by reference to a leverage-based pricing grid. We also expect to be required to pay certain ticking fees in respect of the commitments under the Senior Secured Credit Facilities prior to the earlier of the initial funding date of the Senior Secured Credit Facilities and termination of applicable commitments thereunder.

We expect that we will have the option to amend the Revolving Credit Facility to establish environmental, social and governance targets which will be used to adjust pricing under the Revolving Credit Facility, subject to parameters to be set forth in the Credit Agreement.

Prepayments

The Term Loan Facilities are expected to be subject to mandatory prepayment and reduction in an amount equal to (a) for each of our fiscal years (commencing with our fiscal year ending December 31, 2022), 75% of excess cash flow (to be defined in the Credit Agreement) for such fiscal year, with a reduction to 50% of excess cash flow based upon achievement of a consolidated total leverage ratio of less than 3.50 to 1.00, 25% of excess cash flow based upon achievement of a consolidated total leverage ratio of less than 3.00 to 1.00 and a further reduction to zero based upon achievement of a consolidated total leverage ratio of less than 2.50 to 1.00, in each case as calculated as of the last day of the applicable fiscal year, (b) 100% of the net cash proceeds received from the incurrence of indebtedness by us or any of our restricted subsidiaries (other than indebtedness permitted under the Credit Agreement, excluding certain specified refinancing indebtedness), and (c) subject to a threshold, 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by us or

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any of our restricted subsidiaries (including certain insurance and condemnation proceeds), and subject to our and our restricted subsidiaries’ right to reinvest such proceeds within a specified period of time, and other exceptions to be set forth in the Credit Agreement. Any such prepayments shall be applied pro rata among the Term Loan Facilities.

If at any time the sum of the outstanding revolving credit loans under the Revolving Credit Facility (including revolving loans, letters of credit outstanding and swing line borrowings thereunder) exceeds the total amount of lenders’ revolving commitments thereunder, prepayments of revolving loans and/or swing line borrowings and/or cash collateralization of letters of credit will be required in an amount equal to such excess.

Voluntary prepayments of borrowings under the Senior Secured Credit Facilities will be permitted at any time, in minimum principal amounts to be set forth in the Credit Agreement, subject to reimbursement of the lenders’ breakage and redeployment costs actually incurred in the case of a prepayment of adjusted LIBOR or EURIBOR borrowings. Prior to the date that is twelve months after the initial funding date of the Senior Secured Credit Facilities, we expect certain voluntary prepayments of the Term Loan B Facility to be subject to a 1.0% “soft call” premium.

We are required to make quarterly payments under each of the Term Loan B Facility and the Term Loan F Facility on the last business day of the first full fiscal quarter ending after the initial funding date of the Senior Secured Credit Facilities and each subsequent fiscal quarter thereafter, equal in each case to 0.625% (increasing after the fourth quarterly payment to 1.25%) of the original principal amount of the loans made on the initial funding date under such Term Loan Facility, with the balance due and payable on the maturity date of such Term Loan Facility.

Guarantee; Security

We expect that all of our obligations under the Senior Secured Credit Facilities and our and our restricted subsidiaries’ obligations under certain treasury management, interest protection or other hedging arrangements will be guaranteed by us and, subject to certain exclusions, each current and future, direct and indirect, wholly-owned restricted subsidiary that is organized under the laws of (x) a U.S jurisdiction and (y) certain additional jurisdictions including Luxembourg, Brazil, Finland and, subject to certain conditions, Belgium (the “Approved Jurisdictions”).

All of our and each guarantor’s obligations are expected to be secured by a perfected first priority security interest in (x) substantially all of our and the subsidiary guarantors’ (excluding guarantors organized under the laws of Brazil) present and after-acquired tangible and intangible assets, including a pledge of all of the capital stock of any subsidiary held directly by us or any such subsidiary guarantors, such pledge of capital stock limited to 65% of the voting capital stock and 100% of the non-voting capital stock of each subsidiary held directly that (i) is a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code of 1986, as amended (a “CFC”) (other than CFCs organized in an Approved Jurisdiction), or (ii) has no material assets other than equity interests (or equity interests and indebtedness) of one or more CFCs (other than CFCs organized in an Approved Jurisdiction), and (y) all capital of any subsidiary directly held by any of the guarantors organized under the laws of Brazil.

Covenants, Representations and Warranties

The Senior Secured Credit Facilities are expected to contain customary representations and warranties and customary affirmative and negative covenants. The negative covenants will, among other things and subject to certain exceptions, limit our and the ability of our restricted subsidiaries to:

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With respect to our Revolving Credit Facility and Term Loan F Facility, we will also be required to comply with a minimum consolidated interest charge coverage ratio of 3.00 to 1.00 and a maximum consolidated total leverage ratio of 4.25 to 1.00, stepping down to 4.00 to 1.00 following the third fiscal quarter after the Applicable First Testing Quarter (as defined below), and with a further step down to 3.50 to 1.00 on and after the second anniversary of the signing date of the Senior Secured Credit Facilities if and so long as certain conditions related to our potential liability in connection with the Brazil Tax Dispute have not been satisfied. These financial maintenance covenants are to be tested on the last day of each fiscal quarter beginning with the fiscal quarter during which the initial funding date of the Senior Secured Credit Facilities occurs, or, to the extent such initial funding date occurs after the first 45 days of such fiscal quarter, the next fiscal quarter (such fiscal quarter, the “Applicable First Testing Quarter”). In addition, until certain conditions related to our potential liability in connection with the Brazil Tax Dispute have been satisfied, our ability to make certain restricted payments will be capped at an annual amount equal to $25 million, which amount shall be increased to $50 million in any calendar year if our pro forma consolidated total leverage ratio is below 2.50:1.00 and $75 million in any calendar year if our pro forma consolidated total leverage ratio is below 2.00:1.00.

Events of Default

The Senior Secured Credit Facilities are expected to contain certain events of default, subject to customary thresholds, notices and grace periods, including nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, cross-default to other material debt, certain bankruptcy or insolvency events, inability to pay debts, certain ERISA events, certain material judgments, actual or asserted invalidity of material guarantees and certain other loan documents or security interests, a change of control, failure to consummate the Spin-Off within two business days of the initial funding date of the Senior Secured Credit Facilities and the failure by International Paper to reimburse or pay (or procure payment of) certain minimum payments that may be made in connection with the Brazil Tax Dispute. See “Risk Factors—Risks Relating to Our Operations— Our business is 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 could have a material adverse effect on our business, financial condition and results of operations.”

Senior Notes

On August 20, 2021, we priced $450 million in aggregate principal amount of our 7.000% Senior Notes due 2029 (the “Senior Notes”) to be issued under the Indenture, to be entered into on September 3, 2021 (the “Base Indenture”), among Sylvamo, International Paper and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The offering is expected to close, and the Senior Notes are expected to be issued on September 3, 2021, subject to customary closing conditions. Prior to the distribution, the Base Indenture will be

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supplemented by the First Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Sylvamo, the subsidiary guarantors party thereto and the Trustee, pursuant to which the subsidiary guarantors will become party to the Indenture.

Interest on the Senior Notes will accrue at the rate of 7.000% per annum and will be payable semi-annually in arrears on March 1 and September 1, commencing on March 1, 2022.

Ranking

The Senior Notes are our senior unsecured obligations. The Senior Notes rank senior in right of payment to our subordinated indebtedness; rank equally in right of payment with all of our existing and future senior indebtedness, including the indebtedness to be incurred under the Senior Secured Credit Facilities and any future senior secured credit facility; are effectively subordinated to our secured senior indebtedness, including indebtedness under the Senior Secured Credit Facilities and any future senior secured credit facility, to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our non-guarantor subsidiaries (other than indebtedness and liabilities owed to us or one of our subsidiary guarantors).

Guarantees

The Senior Notes will be initially guaranteed on a senior unsecured basis by International Paper. Upon the completion of the spin-off on the Distribution Date, the International Paper Guarantee will terminate and be automatically and unconditionally released and discharged.

The Senior Notes will be fully and unconditionally guaranteed on a senior unsecured basis by the subsidiary guarantors, which are expected to become guarantors prior to the consummation of the distribution. Each subsidiary guarantee is a senior unsecured obligation of such subsidiary guarantor. Each subsidiary guarantee ranks senior in right of payment to all subordinated obligations of the subsidiary guarantor; is effectively subordinated to the subsidiary guarantor’s existing secured obligations, including the subsidiary guarantor’s guarantee of obligations under the Senior Secured Credit Facilities and any future senior secured credit facility, to the extent of the value of the collateral securing such guarantee; ranks equally in right of payment with all of the subsidiary guarantor’s existing and future senior obligations, including the subsidiary guarantor’s guarantee of the Senior Secured Credit Facilities and any future senior secured credit facility; and is structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any non-guarantor subsidiary of the subsidiary guarantor (other than indebtedness and liabilities owed to Sylvamo or one of our subsidiary guarantors). Any subsidiary guarantee of the Senior Notes may be released in certain circumstances.

Special Mandatory Redemption

In the event and upon the earliest of (x) the distribution has not been consummated on or prior to January 4, 2022 (the “Outside Date”), (y) prior to the Distribution Date, the Issuer notifies the Trustee in writing that International Paper will not effect the consummation of the Transaction by the Outside Date or (z) prior to the Distribution Date, the Board of Directors of International Paper has made a public announcement that it has determined not to proceed with the spin-off, then the Company will be required to redeem all outstanding Senior Notes on the special mandatory redemption date at a special mandatory redemption price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest thereon (if any) to, but not including, the special mandatory redemption date (subject to the rights of holders of Senior Notes on the relevant record date to receive interest on the relevant interest payment date).

Optional Redemption

At any time prior to September 1, 2024, we may on any one or more occasions redeem up to 40% of the aggregate principal amount of Senior Notes (including the aggregate principal amount of any additional

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securities constituting Senior Notes) issued under the Indenture, at our option, at a redemption price equal to 107.000% of the principal amount of the Senior Notes redeemed, plus accrued and unpaid interest thereon, if any, to (but not including) the date of redemption (subject to the rights of holders of Senior Notes on the relevant record date to receive interest on the relevant interest payment date), with funds in an aggregate amount equal to the net cash proceeds of one or more equity offerings by Sylvamo or any contribution to Sylvamo’s common equity capital made with the net cash proceeds of one or more equity offerings by Sylvamo’s direct or indirect parent; provided that: (1) at least 50% of the aggregate principal amount of Senior Notes originally issued under the Indenture (including the aggregate principal amount of any additional securities constituting Senior Notes issued under the Indenture) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of, and may be conditioned upon, the closing of such equity offering.

The Senior Notes may be redeemed, in whole or in part, at any time prior to September 1, 2024, at the option of Sylvamo, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus the applicable make-whole premium as of, and accrued and unpaid interest thereon, if any, to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

On or after September 1, 2024, we may redeem all or a part of the Senior Notes, at our option, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, on the Senior Notes to be redeemed to the applicable redemption date (subject to the rights of holders of Senior Notes on the relevant record date to receive interest on the relevant interest payment date), if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

Change of Control

Upon the occurrence of a change of control, which is defined in the Base Indenture, each holder of the Senior Notes has the right to require us to repurchase some or all of such holder’s Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

Covenants

The Indenture contains covenants limiting, among other things, our ability and the ability of most of our subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends on or make distributions in respect of our or its capital stock or make investments or other restricted payments; create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make certain other intercompany transfers; sell certain assets; create liens; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and enter into certain transactions with its affiliates.

Events of Default

The Indenture will also provide for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on Senior Notes to become or to be declared due and payable.

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DIVIDEND POLICY

We do not expect to declare or pay dividends on our common stock or repurchase our common stock following the distribution, as we intend to use excess cash to reduce outstanding indebtedness. In the future, as we achieve our targeted financial leverage ratio, we anticipate that we will be in a position to return a portion of the cash flow generated by our business to our stockholders through a combination of dividends and stock repurchases, depending on market conditions and subject to approval by our board of directors. The credit agreement governing our senior secured credit facility and the indenture governing our senior notes limit the amount of dividends and share repurchases that we are permitted to make while our indebtedness remains outstanding, including greater restrictions until the Brazil Tax Dispute (as defined below) is resolved. Any payment of dividends or stock repurchase will be at the discretion of our board of directors and will depend upon various factors then existing, including earnings, financial condition, results of operations, capital requirements, level of indebtedness, covenants contained within agreements governing our indebtedness, contractual restrictions with respect to payment of dividends or repurchasing stock, our ability to obtain cash or other assets from our subsidiaries, restrictions imposed by applicable law, general business conditions and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and temporary investments and our capitalization as of June 30, 2021 on an historical and pro forma basis to give effect to the separation, the incurrence of debt, the Special Payment and other matters, as discussed in “The Distribution.”

The pro forma adjustments are based upon available information and assumptions that management believes are reasonable; however, such adjustments are subject to change based on the finalization of the terms of the separation and the agreements which define our relationship with International Paper after the completion of the separation. In addition, such adjustments are estimates and may not prove to be accurate.

You should read the information in the following table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements,” and our unaudited condensed combined financial statements and the notes thereto included elsewhere in this information statement.

We are providing the capitalization table for information purposes only. The capitalization table below may not reflect the capitalization or financial condition that would have resulted had we been operating as an independent, publicly-traded company on June 30, 2021 and is not necessarily indicative of our future capitalization or financial condition.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The unaudited pro forma combined financial statements consist of an unaudited pro forma combined balance sheet as of June 30, 2021 and unaudited pro forma combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020. The unaudited pro forma combined financial statements should be read in conjunction with our unaudited condensed combined financial statements and our audited combined financial statements and the notes thereto, along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this information statement. The unaudited pro forma combined balance sheet has been prepared to give effect to the Pro Forma Transactions (as defined below) as though the Pro Forma Transactions had occurred as of June 30, 2021. The unaudited pro forma combined statements of operations for the six months ended June 30, 2021 and the year ended December 31, 2020 have been prepared to give effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred or became effective as of January 1, 2020, the beginning of our most recently completed fiscal year. The unaudited pro forma combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Statement Concerning Forward-Looking Statements and Information.”

The unaudited pro forma combined financial statements presented below have been derived from our unaudited condensed combined financial statements and audited combined financial statements included elsewhere in this information statement and do not purport to represent what our financial position and results of operations would have been had the separation occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations. In addition, the unaudited pro forma combined financial statements are provided for illustrative and informational purposes only. The pro forma adjustments are based on available information and assumptions we believe are reasonable; however, such adjustments are subject to change.

International Paper did not account for us as, and we were not operated as, an independent, publicly-traded company for the periods presented. Our unaudited pro forma combined financial statements have been prepared to reflect adjustments to our historical financial information for the following autonomous entity adjustments and transaction accounting adjustments (the “Pro Forma Transactions”):

Subject to the terms of the Separation and Distribution Agreement, International Paper will pay all nonrecurring third-party costs and expenses related to the separation and incurred prior to the completion of the separation. Such nonrecurring amounts are expected to include costs to separate and duplicate information technology systems, investment banking, third-party legal and accounting fees and similar costs. After the completion of the separation, subject to the terms of the Separation and Distribution Agreement, all costs and expenses related to the separation incurred by either International Paper or us will be borne by the party incurring the costs and expenses.

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Unaudited Pro Forma Combined Balance Sheet

As of June 30, 2021