Item 1A. [RISK FACTORS](#ie7f6d240f1a64635881941b71ead2c66112)

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Item 1A. [RISK FACTORS](#ie7f6d240f1a64635881941b71ead2c66112)

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (Part I, Item 1A).

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

PeriodTotal Number of Shares Purchased (a)Average Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced Plan or ProgramMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (in billions)
April 1, 2023 - April 30, 20231,117,992$35.861,116,220$2.96
May 1, 2023 - May 31, 20235,87732.98—2.96
June 1, 2023 - June 30, 202316836.54—2.96
Total1,124,037

(a) 7,817 shares were acquired from employees or board members as a result of share withholdings to pay income taxes under the Company's restricted stock program. The remainder were purchased under a share repurchase program. On October 11, 2022, our Board increased the authorization up to a total of $3.35 billion shares. This repurchase program does not have an expiration date. As of June 30, 2023, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase under a previous Board authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable. Without limiting the generality of the foregoing, during the quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as defined in Item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

3.1By-Laws of the Company, as amended through May 9, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 9, 2023).
10.1Third Amended and Restated 5-Year Credit Agreement, dated as of June 7, 2023, among International Paper Company, JPMorgan Chase Bank, N.A., individually and as administrative agent, Citibank, individually and as syndication agent, and certain lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 7, 2023).
31.1*Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema.
101.CALXBRL Taxonomy Extension Calculation Linkbase.
101.DEFXBRL Taxonomy Extension Definition Linkbase.
101.LABXBRL Taxonomy Extension Label Linkbase.
101.PREXBRL Extension Presentation Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL, and contained in Exhibit 101).

** Filed herewith*

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERNATIONAL PAPER COMPANY (Registrant)
July 28, 2023By/s/ Tim S. Nicholls
Tim S. Nicholls
Senior Vice President and Chief Financial Officer
July 28, 2023By/s/ Holly G. Goughnour
Holly G. Goughnour
Vice President – Finance and Corporate Controller

Previous: Item 4. [CONTROLS AND PROCEDURES](#ie7f6d240f1a64635881941b71ead2c66103)