Item 1A. [RISK FACTORS](#i187690d1f48d4a05921e03848bfabc79115)

Other than as set forth below, there have been no material changes from the risk factors disclosed in our Quarterly Report on Form 10-Q (Part II, Item 1A) for the period ended June 30, 2024 and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Part I, Item 1A).

Risks Relating to Review of Strategic Options for our Global Cellulose Fibers Business

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

On October 31, 2024, we announced that we were reviewing strategic options for our global cellulose fibers business. There can be no assurance that this review will result in any kind of transaction or other outcome, or, if any transaction or other outcome occurs, the timing or terms thereof. Moreover, our ability to effect any transaction or other outcome may be dependent on a number of factors that may be beyond our control, such as market conditions and industry trends. In addition, even if this review ultimately results in a transaction or other outcome, there can be no assurance that such transaction or other outcome will have a positive effect on shareholder value.

Further, there can be no assurance that this review of strategic options will not cause the diversion of management’s attention, interfere with our ability to retain or attract key personnel, disrupt our business, adversely impact important business relationships, adversely impact our financial results, or expose us to litigation. In addition, we may incur significant costs and expenses in connection with this process. It is also possible that speculation regarding any developments related to this review and perceived uncertainties associated therewith could cause the market price of our common stock to fluctuate significantly or to decline.

Risks Relating to 80/20 Strategic Approach and Restructuring Initiatives

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

In 2024, the Company began implementing an 80/20 strategic approach to drive transformational performance. Through the 80/20 strategic approach, we intend to deliver profitable market share growth by striving to be the lowest-cost producer, and the most reliable and innovative sustainable packaging solutions provider to our customers across North America and EMEA. As part of the Company's 80/20 strategic approach, the Company intends to guide investments and align resources to win with customers, while reducing complexity and cost across the Company. To that end, we currently have restructuring initiatives taking place. For example, on October 15, 2024, we announced a corporate overhead restructuring plan aimed at reducing operating costs, optimizing our organizational structure, and better aligning our workforce with the needs of our business and customers. Further, on October 31, 2024, we announced plans to permanently close our pulp and paper mill in Georgetown, South Carolina. We incurred certain charges during the three months ended September 30, 2024, associated with this corporate overhead restructuring plan, and expect additional charges associated with these restructuring plans during the three months ended December 31, 2024. We are also implementing certain commercial initiatives as a part of the Company’s 80/20 strategic approach and its box go-to-market strategy. Among other things, these commercial initiatives include strategically focusing our business, pricing to better reflect the services and value we provide, and aligning resources with our best and most strategic customers. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

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We may be unable to realize the expected benefits from these and any other restructuring or commercial initiatives which we may undertake. In particular, restructuring activities may divert the attention of management, disrupt our operations and fail to achieve the intended cost savings and operational benefits. Moreover, our estimates of these restructuring charges are subject to judgment and assumptions, which may change as additional information becomes available or facts or circumstances change related to these restructuring initiatives. As such, actual results may differ materially from these estimates. Although our commercial initiatives are expected to improve future operating margins and growth, they also have had, and are expected to have, a negative impact on the Company’s sales and revenue growth in the short term. If the Company is unable to realize the expected benefits from its commercial initiatives, the Company’s financial results could be adversely impacted, and the Company may not meet its medium-term or long-term financial performance targets.

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

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

(a) 6,100 shares were acquired from employees or members of our Board as a result of share withholdings to pay income taxes under the Company's 2024 Long-Term Incentive Compensation Plan (the "2024 LTICP"), approved and effective as of May 13, 2024. The 2024 LTICP replaced the Amended and Restated 2009 Incentive Compensation Plan. During these periods, no shares were purchased under our share repurchase program, which does not have an expiration date. On October 11, 2022, our Board increased the authorization to repurchase shares up to a total of $3.35 billion shares. As of September 30, 2024, approximately $2.96 billion aggregate shares of our common stock remained authorized for repurchase under this Board authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 28, 2024, the independent members of the Board of Directors of International Paper Company (the “Company”), on recommendation from the Management and Development Committee of the Board, approved additional one-time relocation benefits for Andrew K. Silvernail, Chairman of the Board and Chief Executive Officer of the Company. The additional benefits were recommended and approved for Mr. Silvernail in the context of beginning to implement his relocation package, which was approved in connection with his hiring as previously disclosed in the Current Report on Form 8-K filed by the Company on March 19, 2024. The additional one-time benefits include:

• Reimbursement of Mr. Silvernail for expenses for the sale of his former home;

• Shipment of two vehicles from Illinois to Tennessee;

• Installation of at-home electric vehicle car charging stations in Mr. Silvernail’s home in Memphis, Tennessee;

• Increased insurance coverage for Mr. Silvernail’s personal property being moved to Memphis, Tennessee;

• An additional allowance of $10,000 toward defraying additional miscellaneous relocation expenses; and

• An estimated payment, equal to 46% of the taxable amount of the reimbursements and payments described above, to assist Mr. Silvernail with taxes owed on such payments.

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Mr. Silvernail will be required to repay the one-time cash payment if he voluntarily terminates employment before May 1, 2025. For further details of the additional one-time relocation benefits, please see Exhibit 10.1 in Part II, Item 6 (Exhibits) of this Form 10-Q.

Costs Associated with Exit or Disposal Activities

On October 31, 2024, International Paper Company (the “Company”) committed to certain actions impacting its Global Cellulose Fibers business, which the Company estimates will result in aggregate pre-tax charges of approximately $270 million.

Global Cellulose Fibers

In this regard, the Company plans to permanently close its pulp and paper mill in Georgetown, South Carolina. The mill closure will include all pulp and paper production equipment with all operations expected to cease by year end. The closure is expected to reduce the Company’s fluff pulp capacity by approximately 300,000 metric tons and uncoated freesheet capacity by 285,000 short tons. The Company estimates that the closure will result in aggregate pre-tax charges of approximately $270 million, comprised of noncash accelerated depreciation of approximately $220 million and severance and other shutdown charges of approximately $50 million. The Company expects that these charges will be recorded during the three months ending December 31, 2024. The Company expects closure of the mill to reduce its workforce by approximately 675 employees.

The mill produces fluff pulp designed for a range of consumer applications. The mill also produces uncoated freesheet papers, which it sells to Sylvamo under a strategic supply contract. The Company and Sylvamo have mutually agreed to terminate this contract effective December 31, 2024.

The Company issued a press release announcing these actions, which is attached as Exhibit 99.2 in Part II, Item 6 (Exhibits) of this Form 10-Q, and is incorporated herein by reference.

(b) Not applicable.

(c) During the quarter ended September 30, 2024, 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 of Regulation S-K.

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ITEM 6. EXHIBITS

** Filed herewith*

*** Furnished herewith*

+ Management contract or compensatory plan or arrangement.

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SIGNATURES

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