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Spin-off Veritiv

SPIN-OFF INFORMATION: The information contained herein is being provided pursuant to the requirements of Section 6045B of the Internal Revenue Code of 1986, as amended (the “Code”), and includes a general summary regarding the application of certain U.S. Federal income tax laws and regulations relating to the effects of the Distribution (as defined below) on the tax basis of International Paper Company (“IP”) common stock and the allocation of tax basis between the common stock of IP and Veritiv Corporation (“Veritiv”) following the Distribution.

The information contained herein does not constitute tax advice and does not purport to be complete or to describe the consequences that may apply to any stockholder or any particular categories of stockholders. In particular, it may not address U.S. federal income tax considerations applicable to IP common stockholders subject to special treatment under U.S. federal income tax law, such as financial institutions, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt entities, partnerships and other pass-through entities, IP common stockholders who hold their shares of IP common stock as part of a “hedge,” “straddle,” “conversion” or “constructive sale” transaction, IP common stockholders who are subject to the alternative minimum tax and IP common stockholders who acquired their shares upon the exercise of employee stock options or otherwise as compensation. In addition, this summary is limited to IP common stockholders who hold their shares of IP common stock as a capital asset. Neither IP nor Veritiv provides tax advice to its stockholders. The example provided below is illustrative and is being provided pursuant to Section 6045B of the Code and as a convenience to stockholders and their tax advisors.

You are urged to consult your own tax advisor regarding the particular consequences of the Distribution to you, including the applicability and effect of all U.S. Federal, state and local and foreign tax laws. We urge you to read the prospectus of Veritiv, as filed with the Securities and Exchange Commission on June 13, 2014 (“Prospectus”), noting especially the discussion on pages 66-69 therein under the heading “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS”. You may access the Prospectus at Veritiv’s website at www.veritivcorp.com in the Investors section, under Financial Information/SEC Filings or at www.sec.gov.

This notice does not apply to shares of IP common stock sold, exchanged or otherwise disposed of prior to the time of the Distribution.