filings.toolsPackaging Corp of America 10-K 2015-12-31
Filed 2016-02-26. 21 sections, 346K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
10-K 1 pkg1231201510k.htm FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2015 |
| Commission file number 1-15399 |
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 36-4277050 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 1955 West Field Court, Lake Forest, Illinois | 60045 | |
| (Address of Prinicpal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (847) 482-3000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange On Which Registered | |
| Common Stock, $0.01 par value | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
At June 30, 2015, the last day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of Registrant's common equity held by non-affiliates was approximately $6,119,141,093 based upon the closing sale price as reported on the New York Stock Exchange. This calculation of market value has been made for the purposes of this report only and should not be considered as an admission or conclusion by the Registrant that any person is in fact an affiliate of the Registrant.
On February 19, 2016, there were 94,251,749 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the Proxy Statement for the Registrant's 2016 Annual Meeting of Stockholders are incorporated by reference to the extent indicated in Part III of this Form 10-K.
Table of Contents
i
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 82 |
| Item 14. | Principal Accounting Fees and Services | 82 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 83 |
| Signatures | 87 |
ii
PART I
Item 1. BUSINESS
Packaging Corporation of America ("we," "us," "our," "PCA," or the "Company") is the fourth largest producer of containerboard and corrugated packaging products in the United States and the third largest producer of uncoated freesheet in North America, based on production capacity. We operate eight mills and 93 corrugated products manufacturing plants. We are headquartered in Lake Forest, Illinois, and have approximately 13,000 employees. Our operations are primarily in the United States and we have some converting and distribution operations in Canada.
On October 25, 2013, PCA acquired Boise Inc. for $2.1 billion, including the fair value of assumed debt. After the acquisition, we began reporting three reportable segments: Packaging, Paper, and Corporate and Other. We present information pertaining to each of our segments and the geographic areas in which they operate in Note 18, Segment Information, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K. For more information about our acquisition of Boise, see Note 3, Acquisitions and Dispositions, of the Notes to Consolidated Financial Statements.
Production and Shipments
The following table summarizes the Packaging segment's containerboard production and corrugated products shipments and the Paper segment's production. Boise's historical data for the period prior to the acquisition on October 25, 2013, are included for comparative purposes only, and are not included in PCA's historical results.
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter (a) | Full Year | ||||||||||||
| Containerboard Production (b) | PCA | 2015 | 882 | 938 | 933 | 903 | 3,656 | |||||||||
| (thousand tons) | 2014 | 821 | 846 | 858 | 927 | 3,452 | ||||||||||
| 2013 | 646 | 629 | 671 | 803 | 2,749 | |||||||||||
| Boise | 2013 | 171 | 188 | 196 | 50 | 605 | ||||||||||
| Corrugated Shipments (BSF) | PCA | 2015 | 11.9 | 12.4 | 12.5 | 12.1 | 48.9 | |||||||||
| 2014 | 11.6 | 12.1 | 12.4 | 12.1 | 48.2 | |||||||||||
| 2013 | 8.8 | 9.4 | 9.3 | 10.9 | 38.4 | |||||||||||
| Boise | 2013 | 2.4 | 2.5 | 2.4 | 0.7 | 8.0 | ||||||||||
| Newsprint Production (b) | PCA | 2015 | — | — | — | — | — | |||||||||
| (thousand tons) | 2014 | 56 | 56 | 50 | — | 162 | ||||||||||
| 2013 | — | — | — | 44 | 44 | |||||||||||
| Boise | 2013 | 53 | 58 | 60 | 15 | 186 | ||||||||||
| White Paper (UFS) Production | PCA | 2015 | 288 | 273 | 294 | 262 | 1,117 | |||||||||
| (thousand tons) | 2014 | 286 | 275 | 296 | 287 | 1,144 | ||||||||||
| 2013 | — | — | — | 208 | 208 | |||||||||||
| Boise | 2013 | 303 | 301 | 323 | 76 | 1,003 | ||||||||||
| Market Pulp Production | PCA | 2015 | 27 | 23 | 25 | 23 | 98 | |||||||||
| (thousand tons) | 2014 | 26 | 23 | 26 | 25 | 100 | ||||||||||
| 2013 | — | — | — | 20 | 20 | |||||||||||
| Boise | 2013 | 24 | 24 | 29 | 5 | 82 |
| (a) | Production and shipments activity prior to the acquisition of Boise on October 25, 2013, is included in the "Boise" fourth quarter 2013 production and shipments. Activity subsequent to the acquisition of Boise is included in the "PCA" fourth quarter 2013 production and shipments. |
| (b) | PCA ceased production of newsprint and converted the No.3 newsprint machine at our DeRidder, Louisiana mill to containerboard in the third quarter of 2014. Sales of newsprint were recorded in the Packaging segment. |
Below is a map of our locations:
Packaging
Packaging Products
Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional shipping containers used to protect and transport manufactured goods, multi-color boxes, and displays with strong visual appeal that help to merchandise the packaged product in retail locations. In addition, we are a large producer of packaging for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products.
During the year ended December 31, 2015, our Packaging segment produced 3.7 million tons of containerboard at our mills. Our corrugated products manufacturing plants sold 48.9 billion square feet (BSF) of corrugated products. Our net sales to third parties totaled $4.5 billion in 2015.
Facilities
We manufacture our Packaging products at five containerboard mills, one containerboard machine (at our Wallula, Washington white paper mill), corrugated manufacturing operations, and protective packaging operations. The following provides more details of our operations:
Counce. Our Counce, Tennessee mill produces kraft linerboard. The year-end 2015 annual estimated production capacity, as reported to the American Forest and Paper Association (AF&PA), was 1,105,000 tons. In 2015, the mill produced 1,087,000 tons of kraft linerboard on two paper machines. The mill can produce basis weights from 26 lb. to 90 lb. The mill also produces a variety of performance and specialty grades of linerboard.
DeRidder. Our DeRidder, Louisiana mill produces kraft linerboard on its No. 1 machine and linerboard and medium on its No. 3 machine. The year-end 2015 annual estimated capacity reported to the AF&PA, on the two machines, was 995,000 tons. The No. 1 machine produced 578,000 tons of kraft linerboard during 2015. The No. 3 machine produced 129,000 tons of medium and 167,000 tons of linerboard. The No. 3 machine was converted from a newsprint machine to a containerboard machine in 2014. The mill can produce linerboard in basis weights of 26 lb. to 69 lb. and medium in basis weights of 23 lb. to 33 lb.
Valdosta. Our Valdosta, Georgia mill produces kraft linerboard. Its year-end 2015 annual estimated production capacity, as reported to the AF&PA, was 605,000 tons. In 2015, our single paper machine at Valdosta produced 603,000 tons of kraft linerboard. The mill can produce basis weights from 35 lb. to 96 lb.
Tomahawk. Our Tomahawk, Wisconsin mill produces semi-chemical corrugating medium. Its year-end 2015 annual estimated production capacity, as reported to the AF&PA, was 555,000 tons. In 2015, the mill produced 534,000 tons of semi-chemical corrugating medium on two paper machines. The Tomahawk mill can produce basis weights from 23 lb. to 47 lb. and a variety of performance and specialty grades of corrugating medium.
Filer City. Our Filer City, Michigan mill produces semi-chemical corrugating medium. Its year-end 2015 annual estimated production capacity, as reported to the AF&PA, was 445,000 tons. In 2015, the mill produced 428,000 tons on three paper machines. Filer City can produce corrugating medium in basis weights from 20 lb. to 47 lb.
Wallula. Our Wallula, Washington mill primarily produces white paper, but also produces corrugating medium on one of its paper machines. Its year-end 2015 annual estimated production capacity of medium, as reported to the AF&PA, was 145,000 tons. In 2015, the mill produced 130,000 tons of corrugating medium. Wallula can produce corrugating medium in basis weights from 23 lb. to 45 lb.
We operate 93 corrugated manufacturing operations, a technical and development center, eight regional design centers, a rotogravure printing operation, and a complement of packaging supplies and distribution centers. Of the 93 manufacturing facilities, 59 operate as combining operations, commonly called corrugated plants, which manufacture corrugated sheets and finished corrugated packaging products, 33 are sheet plants which procure combined sheets and manufacture finished corrugated packaging products, and one is a corrugated sheet-only manufacturer.
Corrugated products plants tend to be located in close proximity to customers to minimize freight costs. Each of our plants serve a market radius of around 150 miles. Our sheet plants are generally located in close proximity to our larger corrugated plants, which enables us to offer additional services and converting capabilities such as small volume and quick turnaround items.
Major Raw Materials Used
Fiber supply. Fiber is the largest raw material cost to manufacture containerboard. We consume both wood fiber and recycled fiber in our containerboard mills. We have no 100% recycled mills, or mills whose fiber consumption consists solely of recycled fiber. To reduce our fiber costs, we have invested in processes and equipment to ensure a high degree of fiber flexibility. Our mill system has the capability to shift a portion of its fiber consumption between softwood, hardwood, and recycled sources. All of our mills, other than the Valdosta mill, can utilize some recycled fiber in their containerboard production. Our ability to use various types of virgin and recycled fiber helps mitigate the impact of changes in the prices of various fibers. Our corrugated manufacturing operations generate recycled fiber as a by-product from the manufacturing process, which is consumed by our mills. In 2015, we were a net recycled fiber buyer of less than 17% of our packaging mills' fiber requirements.
We procure wood fiber through leases of cutting rights, long-term supply agreements, and market purchases. We currently lease the cutting rights to approximately 83,000 acres of timberland located near our Counce, Tennessee and Valdosta, Georgia mills. Virtually all of the acres under cutting rights agreements are located within 100 miles of these two mills which results in lower wood transportation costs and provides a secure source of wood fiber. These leased cutting rights agreements have terms with about 13 years remaining, on average.
We participate in the Sustainable Forestry Initiative® (SFI) and we are certified under the SFI sourcing standards. These standards are aimed at ensuring the long-term health and conservation of forestry resources. We are committed to sourcing wood fiber through environmentally, socially, and economically sustainable practices and promoting resource and conservation stewardship ethics.
Energy supply. Energy at our packaging mills is obtained through purchased or self-generated fuels and electricity. Fuel sources include natural gas, by-products of the containerboard manufacturing and pulping process (including black liquor and wood waste), purchased wood waste, coal, and oil. Each of our mills self-generates process steam requirements from by-products (black liquor and wood waste), as well as from the various purchased fuels. The process steam is used throughout the production process and also to generate electricity.
In 2015, our packaging mills consumed about 59 million MMBTU’s of fuel to produce both steam and electricity. Of the 59 million MMBTU’s consumed, about 59% was from mill generated by-products, and 41% was from purchased fuels. Of the 41% in purchased fuels, 54% was from natural gas, 32% was from purchased wood waste, and 14% was from coal and other purchased fuels.
Sales, Marketing, and Distribution
Our corrugated products are sold through a direct sales and marketing organization, independent brokers, and distribution partners. We have sales representatives and a sales manager at most of our corrugated manufacturing operations and also have corporate account managers who serve customer accounts with a national presence. Additionally, our design centers maintain an on-site dedicated graphics sales force. In addition to direct sales and marketing personnel, we utilize new product development engineers and product graphics and design specialists. These individuals are located at both the corrugated plants and the design centers. General marketing support is located at our corporate headquarters.
Our containerboard sales group is responsible for the coordination of linerboard and corrugating medium sales to our corrugated plants, to outside domestic customers, and to export customers. This group handles order processing for all shipments of containerboard from our mills to our corrugated plants. These personnel also coordinate and execute all containerboard trade agreements with other containerboard manufacturers.
Containerboard produced in our mills is shipped by rail or truck. Rail shipments typically represent approximately 65% of the tons shipped and the remaining 35% is shipped by truck. Our corrugated products are delivered by truck due to our large number of customers and their demand for timely service. Our corrugated manufacturing operations typically serve customers within a 150 mile radius. We sometimes use third-party warehouses for short-term storage of corrugated products.
Customers
We sell corrugated products to approximately 17,000 customers in over 33,000 locations. About three-quarters of our corrugated products sales are to regional and local accounts, which are broadly diversified across industries and geographic
locations. The remaining one-quarter of our customer base consists primarily of national accounts that have multiple locations and are served by a number of PCA plants. No single customer exceeds 10% of segment sales.
The primary end-use markets in the United States for corrugated products are shown below as reported in the 2014 Fibre Box Association annual report:
| Food, beverages, and agricultural products | 40 | % |
| Paper and other products | 23 | % |
| Retail and wholesale trade | 19 | % |
| Miscellaneous manufacturing | 10 | % |
| Chemical, plastic, and rubber products | 8 | % |
Competition
As of December 31, 2015, we were the fourth largest producer of containerboard and corrugated packaging products in the United States, according to industry sources and our own estimates. According to industry sources, corrugated products are produced by about 525 U.S. companies operating approximately 1,200 plants. The primary basis for competition for most of our packaging products includes quality, service, price, product design, and innovation. Most corrugated products are manufactured to the customer’s specifications. Corrugated producers generally sell within a 150-mile radius of their plants and compete with other corrugated producers in their local region. Competition in our corrugated products operations tends to be regional, although we also face competition from large competitors with significant national account presence.
On a national level our primary competitors are International Paper Company, WestRock Company, Georgia-Pacific LLC, and KapStone Paper and Packaging Corporation. However, with our strategic focus on regional and local accounts, we also compete with the smaller, independent producers.
Paper
Our Paper segment operating under the trade name Boise Paper, was acquired with the acquisition of Boise Inc. on October 25, 2013. We are the third largest manufacturer of uncoated freesheet in North America, according to industry sources and our own estimates. We manufacture and sell white papers, including both commodity and specialty papers, which may have custom or specialized features such as colors, coatings, high brightness, and recycled content. White papers consist of communication papers (cut-size office papers and printing and converting papers) and pressure sensitive papers, including release liners, which our customers use to produce labels for use in consumer and commercially-packaged products. The Paper segment also produces market pulp on one paper machine at our Wallula, Washington mill, which is sold to outside customers to produce paper products.
Facilities
We have three white paper mills located in the United States. The following paragraphs describe our white paper mills:
Jackson. Our Jackson, Alabama mill produces both commodity and specialty papers. Its year-end 2015 annual estimated production capacity of white papers on two paper machines, as reported to the AF&PA, was 470,000 tons. In 2015, the mill produced 471,000 tons of white papers. On a converted basis, from rollstock to cut-size white papers, the mill produced 412,000 tons in 2015.
International Falls. Our International Falls, Minnesota mill produces both commodity and specialty papers. Its year-end 2015 annual estimated production capacity of white papers on two paper machines, as reported to the AF&PA, was 460,000 tons. In 2015, the mill produced 458,000 tons of white papers. On a converted basis, from rollstock to cut-size white papers, the mill produced 348,000 tons in 2015.
Wallula. Our Wallula, Washington mill has the ability, on one machine, to switch production between pressure sensitive papers and a variety of white paper grades. The mill also produces corrugating medium and market pulp. Its year-end 2015 annual estimated production capacity of white paper grades and market pulp, as reported to the AF&PA, was 190,000 tons and 100,000 tons, respectively. The corrugating medium produced at Wallula is included in our Packaging segment as discussed above. In 2015, the mill produced 188,000 tons of white papers and 99,000 tons of market pulp.
Major Raw Materials Used
Fiber supply. Fiber is our principal raw material in this segment, including wood fiber, recycled fiber, and purchased pulp. We purchase both whole logs and wood chips, which are a byproduct of lumber and plywood production. At our mill in Jackson, Alabama, we also purchase recycled fiber to produce our line of recycled office papers. Our Jackson and International Falls paper mills also purchase pulp from third parties pursuant to contractual arrangements. We purchase wood fiber through contracts and open-market purchases.
We participate in the Sustainable Forestry Initiative® (SFI) and the Forest Stewardship Council® (FSC) and are certified under the SFI sourcing standards. We procure all wood fiber for our white paper mills through our certified systems that are managed in accordance with the SFI and FSC standards. These standards are aimed at ensuring the long-term health and conservation of forestry resources.
Energy supply. We obtain energy through purchased or self-generated fuels and electricity. Fuel sources include natural gas, electricity, by-products of the manufacturing and pulping process (including black liquor and wood waste), and purchased wood waste. Each of the paper mills self-generates process steam requirements from by-products (black liquor and wood waste), as well as from the various purchased fuels. The process steam is used throughout the production process and also to generate electricity.
In 2015, our white paper mills consumed about 30 million MMBTU’s of fuel to produce both steam and electricity. Of the 30 million MMBTU’s consumed, about 66% was from mill generated by-products, and 34% was from purchased fuels. Of the 34% in purchased fuels, 78% was from natural gas and 22% from purchased wood waste. During the third quarter of 2015, we installed and started up a 53 megawatt turbine generator to replace four older units at our International Falls, Minnesota mill. With the new turbine generator, the mill is now capable of producing 70% of its electrical power requirements compared to 38% previously.
Chemical supply. We consume various chemicals in the production of white papers and pulp, including starch, precipitated calcium carbonate, caustic soda, sodium chlorate, dyestuffs, and optical brighteners. Most of our chemicals are purchased under contracts, which are bid or negotiated periodically.
Sales, Marketing, and Distribution
Our white papers are sold primarily by our own sales personnel. We ship to customers both directly from our mills and through distribution centers and a network of outside warehouses by rail or truck. This allows us to respond quickly to customer requirements. Rail shipments typically represent approximately 65% of the tons shipped and the remaining 35% is shipped by truck.
Customers
We have over 200 customers in approximately 500 locations. These customers include paper merchants, commercial and financial printers, envelope converters, and customers who use our pressure sensitive paper for specialty applications such as consumer and commercial product labels. We have established long-term relationships with many of our customers. Office Depot, Inc. is our largest customer in the Paper segment. We have an agreement with Office Depot in which we will supply at least 50% of Office Depot's requirements for commodity office papers through December 2017; however, there are circumstances that could cause the agreement to terminate before 2017. If this were to occur, Office Depot's purchase obligations under the agreement would phase out over two years. Office Depot became our largest customer when it acquired OfficeMax Incorporated late in 2013. We previously had a long standing contractual relationship with OfficeMax Incorporated. In 2015, our sales revenue to Office Depot represented 45% of our Paper segment sales revenue.
Competition
The markets in which our Paper segment competes are large and highly competitive. Commodity grades of white paper are globally traded, with numerous worldwide manufacturers, and as a result, these products compete primarily on the basis of price. All of our paper manufacturing facilities are located in the United States, and although we compete primarily in the domestic market, we do face competition from foreign producers and have experienced increased foreign competition in recent years. The level of this competition varies depending on domestic and foreign demand and foreign currency exchange rates. In general, paper production does not rely on proprietary processes or formulas, except in highly specialized or custom grades.
In January 2015, we, along with the United Steel Workers (USW) and other domestic office paper producers, filed a petition before the United States International Trade Commission and the United States Department of Commerce, alleging that paper producers in China, Indonesia, Australia, Brazil, and Portugal are selling products in the United States in violation of international trade rules. The domestic producers also alleged that Chinese and Indonesian producers are receiving illegal government subsidies. The agencies conducted their investigations in 2015 and early 2016. In January 2016, the U.S. Department of Commerce made determinations of antidumping and countervailing duties at rates varying by country and producer and, in February 2016, the International Trade Commission determined that the domestic industry has been materially injured by these imports. Accordingly, the antidumping and countervailing duties will be imposed on imports from these countries.
Our largest competitors include Domtar Corporation, International Paper Company, and Georgia-Pacific LLC. Although price is the primary basis for competition in most of our paper grades, quality and service are also important competitive determinants. Our white papers compete with electronic data transmission, e-readers, electronic document storage alternatives, and paper grades we do not produce. Increasing shifts to these alternatives have had, and are likely to continue to have, an adverse effect on traditional print media and paper usage.
Corporate and Other
Our Corporate and Other segment includes corporate support staff services and related assets and liabilities, and foreign exchange gains and losses. This segment also includes transportation assets, such as rail cars and trucks, which we use to transport some of our products from our manufacturing sites and assets related to a 50% owned variable interest entity, Louisiana Timber Procurement Company, L.L.C. (LTP). For segment financial information see Note 18, Segment Information, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
Employees
As of December 31, 2015, we had approximately 13,000 employees, including 3,900 salaried employees and 9,100 hourly employees. Approximately 70% of our hourly employees are represented by unions. The majority of our unionized employees are represented by the United Steel Workers (USW), the International Brotherhood of Teamsters (IBT), the International Association of Machinists (IAM), and the Association of Western Pulp and Paper Workers (AWPPW). We are currently in negotiations to renew or extend any union contracts that have recently expired or are expiring in the near future, including the agreement at our International Falls, Minnesota paper mill with the IAM union, which expires on April 30, 2016. During 2015, we experienced no work stoppages, and we believe we have satisfactory labor relations with our employees.
Environmental Matters
A discussion of the financial impact of our compliance with environmental laws is presented under the caption "Environmental Matters" in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K.
Executive Officers of the Registrant
Brief statements setting forth the age at February 26, 2016, the principal occupation, employment during the past five years, the year in which such person first became an officer of PCA, and other information concerning each of our executive officers appears below.
Mark W. Kowlzan, 60, Chairman and Chief Executive Officer - Mr. Kowlzan has served as PCA's Chairman since January 2016 and as Chief Executive Officer and a director since July 2010. From 1998 through June 2010, Mr. Kowlzan led the company’s containerboard mill system, first as Vice President and General Manager and then as Senior Vice President - Containerboard. From 1996 through 1998, Mr. Kowlzan served in various senior mill-related operating positions with PCA and Tenneco Packaging, including as manager of the Counce linerboard mill. Prior to joining Tenneco Packaging, Mr. Kowlzan spent 15 years at International Paper Company, where he held a series of operational and managerial positions within its mill organization. Mr. Kowlzan is a member of the board of American Forest and Paper Association.
Thomas A. Hassfurther, 60, Executive Vice President - Corrugated Products - Mr. Hassfurther has served as Executive Vice President - Corrugated Products of PCA since September 2009. From February 2005 to September 2009, Mr. Hassfurther served as Senior Vice President - Sales and Marketing, Corrugated Products. Prior to this he held various senior-level management and sales positions at PCA and Tenneco Packaging. Mr. Hassfurther joined the company in 1977.
Robert P. Mundy, 54, Senior Vice President and Chief Financial Officer - Mr. Mundy has served as PCA’s Senior Vice President since July 2015 and Chief Financial Officer since September 2015. He previously served as Senior Vice President and Chief Financial Officer of Verso Corporation, a leading North American supplier of coated papers to catalog and magazine publishers, from 2006 to June 2015. Verso Corporation filed for Chapter 11 bankruptcy in January 2016. Prior to that, he worked at International Paper Company, a global paper and packaging company, from 1983 to 2006, where he was Director of Finance of the Coated and Supercalendered Papers division from 2002 to 2006, Director of Finance Projects from 2001 to 2002, Controller of Masonite Corporation from 1999 to 2001, and Controller of the Petroleum and Minerals business from 1996 to 1999. He served in various business positions at International Paper from 1983 to 1996.
Thomas W.H. Walton, 56, Senior Vice President - Sales and Marketing, Corrugated Products - Mr. Walton has served as Senior Vice President - Sales and Marketing, Corrugated Products since October 2009. Prior to this, he served as a Vice President and Area General Manager within the Corrugated Products Group since 1998. Mr. Walton joined the company in 1981 and has also held positions in production, sales, and general management.
Kent A. Pflederer, 45, Senior Vice President, General Counsel and Secretary - Mr. Pflederer has served as General Counsel and Corporate Secretary since June 2007 and Senior Vice President since January 2013. Prior to joining PCA, Mr. Pflederer served as Senior Counsel, Corporate and Securities, at Hospira, Inc. from 2004 to 2007 and served in the corporate and securities practice at Mayer Brown, LLP from 1996 to 2004.
Charles J. Carter, 56, Senior Vice President - Containerboard Mill Operations - Mr. Carter has served as Senior Vice President - Containerboard Mill Operations since July 2013. Prior to this, he served as Vice President – Containerboard Mill Operations since January 2011. From March 2010 to January 2011, Mr. Carter served as PCA’s Director of Papermaking Technology. Prior to joining PCA in 2010, Mr. Carter spent 28 years with various pulp and paper companies in managerial and technical positions of increasing responsibility, most recently as Vice President and General Manager of the Calhoun, Tennessee mill of Abitibi Bowater from 2007 to 2010 and as manager of SP Newsprint’s Dublin, Georgia mill from 1999 to 2007.
Available Information
PCA’s internet website address is www.packagingcorp.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 are available free of charge through our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission. In addition, our Code of Ethics may be accessed in the Investor Relations section of PCA’s website. PCA’s website and the information contained or incorporated therein are not intended to be incorporated into this report.
Item 1A. RISK FACTORS
Some of the statements in this report and, in particular, statements found in Management’s Discussion and Analysis of Financial Condition and Results of Operations, that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. These statements are often identified by the words "will," "should," "anticipate," "believe," "expect," "intend," "estimate," "hope," or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. These factors, risks and uncertainties include, but are not limited to, the factors described below.
Our actual results, performance, or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, we can give no assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. In view of these uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements. We expressly disclaim any obligation to publicly revise or otherwise update any forward-looking statements that have been made to reflect the occurrence of events after the date hereof.
In addition to the risks and uncertainties we discuss elsewhere in this Form 10-K (particularly in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations") or in our other filings with the
Securities and Exchange Commission (SEC), the following are important factors that could cause our actual results to differ materially from those we project in any forward-looking statement.
Industry Cyclicality - Changes in the prices of our products could materially affect our financial condition, results of operations, and liquidity. Macroeconomic conditions and fluctuations in industry capacity can create changes in prices, sales volumes, and margins for most of our products, particularly commodity grades of packaging and paper products. Prices for all of our products are driven by many factors, including general economic conditions, demand for our products, and competitive conditions in our industry, and we have little influence over the timing and extent of price changes, which may be unpredictable and volatile. If supply exceeds demand, prices for our products could decline, and our earnings and operating cash flows would be lower. Lower prices for our products could have a material adverse effect on our operating cash flows, profitability, and liquidity.
Competition - The intensity of competition in the industries in which we operate could result in downward pressure on pricing and volume, which could lower earnings and operating cash flows. Our industries are highly competitive, with no single containerboard, corrugated packaging, or white paper producer having a dominant position. Containerboard and commodity white paper products cannot generally be differentiated by producer, which tends to intensify price competition. The corrugated packaging industry is also sensitive to changes in economic conditions, as well as other factors including innovation, design, quality, and service. To the extent that one or more competitors are more successful than we are with respect to any key competitive factor, our business could be adversely affected. Our packaging products also compete, to some extent, with various other packaging materials, including products made of paper, plastics, wood, and various types of metal. The intensity of competition could lead to a reduction in our market share as well as lower sales prices for our products, both of which could reduce our earnings and operating cash flows.
Our white paper products compete with electronic data transmission and document storage alternatives. Increasing shifts to electronic alternatives have had and will continue to have an adverse effect on usage of these products. As a result of such competition, we are experiencing decreasing demand for most of our existing white paper products. As the use of these alternatives grows, demand for paper products is likely to further decline. Declines in demand for our paper products may adversely affect our earnings and operating cash flows.
Some of our competitors are larger than we are and may have greater financial and other resources, greater manufacturing economies of scale, greater energy self sufficiency, or lower operating costs, compared with our company. We may be unable to compete effectively with these companies particularly during economic downturns. Some of the factors that may adversely affect our ability to compete in the markets in which we participate include the entry of new competitors (including overseas producers, who have increased imports of white paper to the United States in recent years and have been found to have violated international trade rules) into the markets we serve, our competitors' pricing strategies, our inability to anticipate and respond to changing customer preferences, and our inability to maintain the cost-efficiency of our facilities. In February 2016, antidumping and countervailing duties were imposed on imports of certain white paper products from Australia, Brazil, China, Indonesia, and Portugal. While these duties will increase the costs of producers in these countries to sell products in the United States, we are unable to determine if domestic market conditions will improve.
Inflation and Other General Cost Increases - We may not be able to offset higher costs. We are subject to both contractual, inflationary, and other general cost increases, including with regard to our labor costs and purchases of raw materials. If we are unable to offset these cost increases by price increases, growth, and/or cost reductions in our operations, these inflationary and other general cost increases could have a material adverse effect on our operating cash flows, profitability, and liquidity.
In 2015, our total company costs including cost of sales (COS) and selling, general, and administrative expenses (SG&A) was $5.0 billion, and excluding non-cash costs (depreciation, pension and postretirement expense, and share-based compensation expense) was $4.6 billion. A 1% increase in COS and SG&A costs would increase costs by $50 million and cash costs by $46 million.
Cost of Fiber - An increase in the cost of fiber could increase our manufacturing costs and lower our earnings. The market price of wood fiber varies based upon availability, source, and the costs of fuels used in the harvesting and transportation of wood fiber. The cost and availability of wood fiber can also be impacted by weather, general logging conditions, geography, and regulatory activity.
The availability and cost of recycled fiber depends heavily on recycling rates and the domestic and global demand for recycled products. We purchase recycled fiber for use at seven of our eight mills. In 2015, we purchased approximately 605,000
tons of recycled fiber, net of the recycled fiber generated by our corrugated box plants. The amount of recycled fiber purchased each year varies based upon production and the prices of both recycled fiber and wood fiber.
Periods of supply and demand imbalance have created significant price volatility. Periods of higher recycled fiber costs and unusual price volatility have occurred in the past and may occur again in the future, which could result in higher costs and lower earnings.
Cost of Purchased Fuels and Chemicals - An increase in the cost of purchased fuels and chemicals could lead to higher manufacturing costs, resulting in reduced earnings. We have the ability to use various types of purchased fuels in our manufacturing operations, including natural gas, bark, oil, and coal. Fuel prices, in particular prices for oil and natural gas, have fluctuated dramatically in the past. New and more stringent environmental regulations may discourage, reduce the availability of, or make more expensive, the use of certain fuels, particularly coal and fossil fuels. In addition, costs for key chemicals used in our manufacturing operations also fluctuate. These fluctuations impact our manufacturing costs and result in earnings volatility. If fuel and chemical prices rise, our production costs and transportation costs will increase and cause higher manufacturing costs and reduced earnings.
Material Disruption of Manufacturing - A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales, and/or negatively affect our results of operations and financial condition. Our business depends on continuous operation of our facilities, particularly at our mills. Any of our manufacturing facilities, or any of our machines within such facilities, could cease operations unexpectedly for a significant period of time due to a number of events, including:
| • | Unscheduled maintenance outages. |
| • | Prolonged power failures. |
| • | Equipment failure. |
| • | Explosion of a boiler. |
| • | Disruption in the supply of raw materials, such as wood fiber, energy, or chemicals. |
| • | A chemical spill or release. |
| • | Closure or curtailment related to environmental concerns. |
| • | Labor difficulties. |
| • | Disruptions in the transportation infrastructure, including roads, bridges, railroad tracks, and tunnels. |
| • | Fires, floods, earthquakes, hurricanes, or other catastrophes. |
| • | Terrorism or threats of terrorism. |
| • | Other operational problems. |
These events could harm our ability to serve our customers and lead to higher costs and reduced earnings.
Environmental Matters - PCA may incur significant environmental liabilities with respect to both past and future operations. We are subject to, and must comply with, a variety of federal, state and local environmental laws, particularly those relating to air and water quality, waste disposal and the cleanup of contaminated soil and groundwater. Because environmental regulations are constantly evolving, we have incurred, and will continue to incur, costs to maintain compliance with those laws. See Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters" for estimates of expenditures we expect to make for environmental compliance in the next few years. New and more stringent environmental regulations may be adopted and may require us to incur significant additional capital expenditures to modify or replace certain of our boilers. In addition, environmental regulations may increase the cost of our raw materials and purchased energy. Although we have established reserves to provide for known environmental liabilities, these reserves may change over time due to the enactment of new environmental laws or regulations or changes in existing laws or regulations, which might require additional significant environmental expenditures.
Customer Concentration - Office Depot represents a significant portion of PCA’s paper business. We have a supply agreement with Office Depot, our largest customer in the paper segment. The agreement requires Office Depot to buy, and us to supply, at least 50% of Office Depot's requirements for office papers through December 2017; however, there are circumstances that could cause the agreement to terminate before 2017. If this were to occur, Office Depot's purchase obligations under the agreement would phase out. Office Depot has agreed to be acquired by Staples, Inc. The pending acquisition by Staples is subject to the satisfaction of certain conditions, including regulatory approval, which is uncertain. If the acquisition of Office Depot by Staples is consummated, the risks described below may be intensified.
Our agreement with Office Depot will continue to remain in effect after a merger or acquisition as to the office paper requirements of the legacy Office Depot business. However, we cannot predict how any merger or acquisition will affect the
financial condition of the ultimate entity, the paper requirements of the legacy Office Depot business, the purchasing decisions of the ultimate entity or the effects on pricing or competition for office papers. In 2015, sales to Office Depot represented 45% of our Paper segment sales. If these sales are reduced, whether as a result of the future acquisition of Office Depot by Staples or otherwise, we would need to find new customers. We may not be able to fully replace any lost sales, and any new sales may be at lower prices or higher costs. Any significant deterioration in the financial condition of Office Depot (or its ultimate acquirer) affecting its ability to pay or any other change that results in its willingness to purchase our products will harm our business and results of operations.
Cyber Security - Risks related to security breaches of company, customer, employee, and vendor information, as well as the technology that manages our operations and other business processes, could adversely affect our business. We rely on various information technology systems to capture, process, store, and report data and interact with customers, vendors, and employees. Despite careful security and controls design, implementation, updating, and internal and independent third-party assessments, our information technology systems, and those of our third party providers, could become subject to cyber attacks or security breaches. Network, system, and data breaches could result in misappropriation of sensitive data or operational disruptions including interruption to systems availability and denial of access to and misuse of applications required by our customers to conduct business with us. Misuse of internal applications; theft of intellectual property, trade secrets, or other corporate assets; and inappropriate disclosure of confidential information could stem from such incidents. Delayed sales, slowed production, or other issues resulting from these disruptions could result in lost sales, business delays, and negative publicity and could have a material adverse effect on our operations, financial condition, or operating cash flows.
Debt obligations - Our debt service obligations may reduce our operating flexibility. At December 31, 2015, we had $2.3 billion of long-term debt outstanding and a $326.5 million undrawn revolving credit facility, after deducting letters of credit. We and our subsidiaries may incur additional indebtedness in the future. Our current borrowings, plus any future borrowings, may affect our ability to operate our business, including, without limitation:
| • | Result in significant cash requirements to make interest and maturity payments on our outstanding indebtedness; |
| • | Increase our vulnerability to adverse changes in our business or industry conditions; |
| • | Increase our vulnerability to increases in interest rates; |
| • | Limit our ability to obtain additional financing for working capital, capital expenditures, general corporate, and other purposes; |
| • | Limit our flexibility in planning for, or reacting to, changes in our business and our industry; and |
| • | Limit our flexibility to make acquisitions. |
Further, if we cannot service our indebtedness, we may have to take actions to secure additional cash by selling assets, seeking additional equity or reducing investments, which may not be achievable on acceptable terms or at all.
Market Price of our Common Stock - The market price of our common stock may be volatile, which could cause the value of the stock to decline. Securities markets worldwide periodically experience significant price declines and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could reduce the market price of our common stock in spite of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors, and in response, the market price of our common stock could decrease significantly.
General Economic Conditions - Adverse business and global economic conditions may have a material adverse effect on our business, results of operations, liquidity, and financial position. General global economic conditions adversely affect the demand and production of consumer goods, employment levels, the availability and cost of credit, and ultimately, the profitability of our business. High unemployment rates, lower family income, unfavorable currency exchange rates, lower corporate earnings, lower business investment, and lower consumer spending typically result in decreased demand for our products and products of our customers which utilize our products. These conditions are beyond our control and may have a significant impact on our business, results of operations, liquidity, and financial position.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2. PROPERTIES
We own and lease properties in our business. All of our leases are noncancelable and are primarily accounted for as operating leases. These leases are not subject to early termination except for standard nonperformance clauses.
Information concerning capacity and utilization of our principal operating facilities, the segments that use those facilities, and a map of geographical locations is presented in "Part I, Item 1. Business" of this Form 10-K. We assess the condition and capacity of our manufacturing, distribution, and other facilities needed to meet our operating requirements. Our properties have been generally well maintained and are in good operating condition. In general, our facilities have sufficient capacity and are adequate for our production and distribution requirements.
We currently own buildings and land for five containerboard mills and three white paper mills. Additionally, we have 93 corrugated manufacturing operations, of which the buildings and land for 50 are owned, including 42 combining operations, or corrugated plants, one corrugated sheet-only manufacturer, and seven sheet plants. For 17 corrugated plants and 26 sheet plants the buildings and land are leased. We own one warehouse and miscellaneous other properties, including sales offices and woodlands management offices. We lease space for regional design centers and numerous other distribution centers, warehouses, and facilities. The equipment in these leased facilities is, in virtually all cases, owned by us, except for forklifts and other rolling stock which are generally leased.
We lease the cutting rights to approximately 83,000 acres of timberland located near our Valdosta mill (76,000 acres) and our Counce mill (7,000 acres). On average, these cutting rights agreements have terms with approximately 13 years remaining. Additionally, we lease approximately 9,000 acres of land for a fiber farm, located near our Wallula mill, where we plant, grow, and harvest fiber.
Our corporate headquarters is located in Lake Forest, Illinois. The headquarter facilities are leased for the next six years with provisions for two additional five year lease extensions. We also lease an administrative office in Boise, Idaho, which is leased through March 2018.
Item 3. LEGAL PROCEEDINGS
Information concerning legal proceedings can be found in Note 19, Commitments, Guarantees, Indemnifications, and Legal Proceedings, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
Item 4. MINE SAFETY DISCLOSURE
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
PCA’s common stock is listed on the New York Stock Exchange (NYSE) under the symbol "PKG". The following table sets forth the high and low sales prices as reported by the NYSE and the cash dividends declared per common share during the last two years.
| 2015 | 2014 | ||||||||||||||||||||||
| Sales Price | Dividends Declared | Sales Price | Dividends Declared | ||||||||||||||||||||
| Quarter Ended | High | Low | High | Low | |||||||||||||||||||
| March 31 | $ | 84.88 | $ | 73.03 | $ | 0.55 | $ | 75.10 | $ | 61.35 | $ | 0.40 | |||||||||||
| June 30 | 78.98 | 62.48 | 0.55 | 72.74 | 65.00 | 0.40 | |||||||||||||||||
| September 30 | 73.60 | 58.29 | 0.55 | 72.82 | 63.11 | 0.40 | |||||||||||||||||
| December 31 | 70.04 | 59.54 | 0.55 | 80.14 | 57.06 | 0.40 |
Stockholders
On February 19, 2016, there were 70 holders of record of our common stock.
Dividend Policy
PCA expects to continue to pay regular cash dividends, although there is no assurance as to the timing or level of future dividend payments because these depend on future earnings, capital requirements, and financial condition. The timing and amount of future dividends are subject to the determination of PCA’s Board of Directors.
On February 26, 2015, PCA announced an increase of its quarterly cash dividend on its common stock from an annual payout of $1.60 per share to an annual payout of $2.20 per share. The first quarterly dividend of $0.55 per share was paid on April 15, 2015 to shareholders of record as of March 13, 2015.
Purchases of Equity Securities
Stock Repurchase Program
On July 21, 2015, PCA announced that its Board of Directors authorized the repurchase of an additional $150 million of the company’s outstanding common stock. Together with remaining authority under previously announced programs, at the time of the announcement, the company was authorized to repurchase approximately $205 million of additional shares. Repurchases may be made from time to time in open market or privately negotiated transactions in accordance with applicable securities regulations. The timing and amount of repurchases will be determined by the company in its discretion based on factors such as PCA’s stock price and market and business conditions.
In 2015, we paid $154.7 million to repurchase 2,326,493 shares of common stock. In 2014, the Company did not repurchase any shares of common stock. In 2013, the Company repurchased 171,263 shares of common stock for $7.8 million. All shares repurchased have been retired. As of December 31, 2015, $93.4 million of the authorized amount remained available for repurchase of the Company’s common stock.
Pursuant to its equity incentive plan, the Company withholds shares from vesting employee equity awards to cover employee tax liabilities. Total shares withheld in 2015 were 129,983 for $8.7 million. Total shares withheld in 2014 were 183,170 for $13.2 million. Total shares withheld in 2013 were 223,995 for $11.0 million. Shares withheld are included in the number of shares repurchased in the table below.
The following table presents information related to our repurchases of common stock made under repurchase plans authorized by PCA's Board of Directors, and shares withheld to cover taxes on vesting of equity awards, during the three months ended December 31, 2015:
| Issuer Purchases of Equity Securities | ||||||||||||||
| Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) | ||||||||||
| October 1-31, 2015 | 56,684 | $ | 59.50 | 56,000 | $ | 146.7 | ||||||||
| November 1-30, 2015 | 4,854 | 69.15 | — | 146.7 | ||||||||||
| December 1-31, 2015 | 872,621 | 62.14 | 858,099 | 93.4 | ||||||||||
| Total | 934,159 | (a) | $ | 62.01 | 914,099 | $ | 93.4 |
| (a) | 20,060 shares were withheld from employees to cover income and payroll taxes on equity awards that vested during the period. |
Subsequent to year-end, we repurchased 1,868,487 shares of common stock for $93.4 million, fully depleting the July 2015 authorization of $150 million. On February 25, 2016, PCA announced that its Board of Directors authorized the repurchase of an additional $200 million of the Company's outstanding common stock. Repurchases may be made from time to time in the open market or privately negotiated transactions in accordance with applicable securities regulations. The timing and amount of repurchases will be determined by the Company in its discretion based on factors such as PCA's stock price and market and business conditions.
Performance Graph
The graph below compares PCA’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index; the S&P Midcap 400 index; and a Peer Group that includes two publicly-traded companies, which are International Paper Company and Kapstone Paper and Packaging Corporation. The graph tracks the performance of a $100 investment (including the reinvestment of all dividends) in our common stock, in each index, and in the peer groups' common stock from December 31, 2010, through December 31, 2015. The stock price performance included in this graph is not necessarily indicative of future stock price performance.
| Cumulative Total Return | |||||||||||||||||||||||
| December 31 | |||||||||||||||||||||||
| 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | ||||||||||||||||||
| Packaging Corporation of America | $ | 100.00 | $ | 100.67 | $ | 158.40 | $ | 268.32 | $ | 338.33 | $ | 282.21 | |||||||||||
| S&P 500 | 100.00 | 102.11 | 118.45 | 156.82 | 178.29 | 180.75 | |||||||||||||||||
| S&P Midcap 400 | 100.00 | 98.27 | 115.84 | 154.64 | 169.75 | 166.05 | |||||||||||||||||
| Peer Group | 100.00 | 111.91 | 156.67 | 209.20 | 236.78 | 173.84 |
The information in the graph and table above is not deemed "filed" with the Securities and Exchange Commission and is not to be incorporated by reference in any of PCA’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K, except to the extent that PCA specifically incorporates such information by reference.
Item 6. SELECTED FINANCIAL DATA
The following table sets forth selected historical financial data of PCA (dollars and shares in millions, except per share data). The information contained in the table should be read in conjunction with the disclosures in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
| Year Ended December 31 | |||||||||||||||||||
| 2015 (a) | 2014 (a) | 2013 (a) | 2012 | 2011 | |||||||||||||||
| Statement of Income Data (b): | |||||||||||||||||||
| Net Sales | $ | 5,741.7 | $ | 5,852.6 | $ | 3,665.3 | $ | 2,843.9 | $ | 2,620.1 | |||||||||
| Net Income | 436.8 | 392.6 | 441.3 | 160.2 | 158.8 | ||||||||||||||
| Net income per common share: | |||||||||||||||||||
| — basic | 4.47 | 3.99 | 4.57 | 1.66 | 1.60 | ||||||||||||||
| — diluted | 4.47 | 3.99 | 4.52 | 1.64 | 1.58 | ||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||
| — basic | 96.6 | 97.0 | 96.6 | 96.4 | 99.3 | ||||||||||||||
| — diluted | 96.7 | 97.1 | 97.5 | 97.5 | 100.4 | ||||||||||||||
| Earnings, before interest, taxes, depreciation, and amortization (EBITDA) (c) | $ | 1,106.5 | $ | 1,083.7 | $ | 683.7 | $ | 608.3 | $ | 437.6 | |||||||||
| Cash dividends declared per common share | 2.20 | 1.60 | 1.51 | 1.00 | 0.80 | ||||||||||||||
| Balance Sheet Data (b): | |||||||||||||||||||
| Total assets | $ | 5,284.6 | $ | 5,272.8 | $ | 5,196.2 | $ | 2,494.9 | $ | 2,442.9 | |||||||||
| Total debt obligations | 2,332.0 | 2,379.3 | 2,572.7 | 819.5 | 830.3 | ||||||||||||||
| Stockholders' equity | 1,633.3 | 1,521.4 | 1,356.8 | 1,008.2 | 971.2 |
| (a) | On October 25, 2013, we acquired Boise Inc. (Boise). Our financial results include Boise subsequent to acquisition. |
| (b) | Effective December 31, 2015, the Company adopted Accounting Standards Update 2015-17, Balance Sheet Classification of Deferred Taxes. The guidance eliminates the requirement to classify deferred taxes between current and noncurrent and requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. Our total assets for all periods presented have been updated to reflect this adoption. |
Effective January 1, 2014, the Company changed its method of accounting for inventories from lower of cost, as determined by the LIFO method, or market, to lower of cost, as determined by the average cost method, or market. The Company applied the change retrospectively to all prior periods presented herein in accordance with US generally accepted accounting principles (GAAP) relating to accounting changes.
| (c) | EBITDA represents income before interest (interest expense and interest income), income tax provision (benefit), and depreciation, amortization, and depletion. We present EBITDA because it provides a means to evaluate our performance on an ongoing basis using the same measure that is used by our management and because it is frequently used by investors and other interested parties in the evaluation of companies. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income, income from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such. See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Form 10-K for a reconciliation of non-GAAP measures to the most comparable GAAP measure. |
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of historical results of operations and financial condition should be read in conjunction with the audited financial statements and the notes thereto which appear elsewhere in this Form 10-K. This discussion includes forward-looking statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other nonhistorical statements in the discussion, are forward-looking. See our discussion regarding forward-looking statements included under "Part I, Item 1A. Risk Factors" of this Form 10-K.
Overview
PCA is the fourth largest producer of containerboard and corrugated packaging products in the United States and the third largest producer of uncoated freesheet paper in North America, based on production capacity. We operate five containerboard mills, three paper mills, and 93 corrugated products manufacturing plants. Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to merchandise the packaged product in retail locations, and honeycomb protective packaging. In addition, we are a large producer of packaging for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products. We also manufacture and sell white papers, including both commodity and specialty papers, which may have custom or specialized features such as colors, coatings, high brightness, and recycled content. We operate primarily in the United States and have some converting and distribution operations in Canada.
Executive Summary
In 2015, we reported $436.8 million of net income, or $4.47 per diluted share, compared with $392.6 million, or $3.99 per share in 2014. Excluding the special items discussed below, we recorded $442.6 million of net income, or $4.53 per diluted share in 2015, compared with $458.6 million and $4.66 per diluted share in 2014. Compared with 2014, we performed well, despite lower white papers prices and mix and lower export containerboard prices. In 2015, we completed the integration of Boise Inc., achieved a record $762.6 million of operating cash flow, and returned $355.5 million to our shareholders through share repurchases and dividends.
In our packaging segment, we reported $714.9 million of income in 2015, compared with $663.2 million in 2014, and earnings before interest, taxes, depreciation, amortization, and depletion (EBITDA) excluding special items was $1,009.3 million, compared with $1,015.0 million in 2014. In 2015, we achieved record volumes in both our packaging mills and corrugated products plants. We achieved full design capacity of 1,000 tons of production per day on the DeRidder No. 3 machine, which was converted to containerboard in 2014.
Paper segment income was $112.5 million, compared with $135.4 million in 2014, and EBITDA excluding special items was $160.7 million, compared with $186.0 million in 2014. Compared with 2014, total sales prices were lower and volumes were slightly up in 2015. We maintained strong margins through improved operations and lower costs in our paper mills which offset some of the impact of lower paper prices. During the third quarter of 2015, we installed and started up a 53 megawatt turbine generator to replace four older units at our International Falls, Minnesota mill. With the new turbine generator, the mill is now capable of producing 70% of its electrical power requirements compared to 38% previously.
Earnings per diluted share, excluding special items, in 2015 and 2014 were as follows:
| Year Ended December 31 | |||||||
| 2015 | 2014 | ||||||
| Earnings per diluted share | $ | 4.47 | $ | 3.99 | |||
| Special items: | |||||||
| DeRidder restructuring (a) | 0.01 | 0.43 | |||||
| Integration-related and other costs (b) | 0.10 | 0.13 | |||||
| Sale of St. Helens paper mill site (c) | (0.05 | ) | — | ||||
| Class action lawsuit settlement (d) | — | 0.11 | |||||
| Total special items | 0.06 | 0.67 | |||||
| Earnings per diluted share, excluding special items | $ | 4.53 | $ | 4.66 |
| (a) | Includes amounts from restructuring activities at our mill in DeRidder, Louisiana, including costs related to the conversion of the No. 3 newsprint machine to containerboard, our exit from the newsprint business, and other improvements. The restructuring charges primarily related to accelerated depreciation. |
| (b) | Includes Boise acquisition integration-related and other costs. These costs primarily relate to professional fees, severance, retention, relocation, travel, and other integration-related costs. 2014 also includes $1.5 million of expense related to write-off of deferred financing costs in connection with the debt refinancing. |
| (c) | In September 2015, we sold the remaining land, buildings, and equipment at our paper mill site in St. Helens, Oregon, where we ceased paper production in December 2012. We recorded a $6.7 million gain on the sale. |
| (d) | Includes $17.6 million of costs for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action lawsuit. |
Management excludes special items and uses non-GAAP measures to focus on PCA’s on-going operations and assess its operating performance and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. Reconciliation of diluted EPS to diluted EPS excluding special items is included above and the reconciliations of other non-GAAP measures used in this Management's Discussion and Analysis of Financial Condition and Results of Operations, to the most comparable measure reported in accordance with GAAP, are included later in Item 7 under "Reconciliations of Non-GAAP Financial Measures to Reported Amounts." Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.
Industry and Business Conditions
Trade publications reported that industry corrugated products shipments increased 1.2% during 2015, compared with 2014 and 1.6% per workday with one less workday in 2015. Reported industry containerboard production was 1.3% higher than 2014, with export shipments up 1.9%. In the first two months of 2016, a trade publication lowered its published prices for domestic linerboard and medium by $15 and $30 per ton, respectively.
The market for communication papers competes heavily with electronic data transmission and document storage alternatives. Increasing shifts to these alternatives have reduced usage of traditional print media and communication papers. Trade publications reported that uncoated freesheet paper shipments were down 1.0% in 2015, compared with 2014. Trade publication average prices for uncoated freesheet decreased $26 per ton, or 2.5%, in 2015, compared with 2014.
In January 2015, we, along with the United Steel Workers (USW) and other domestic paper producers, filed a petition before the United States International Trade Commission and the United States Department of Commerce, alleging that paper producers in China, Indonesia, Australia, Brazil, and Portugal are selling products in the United States in violation of international trade rules. The domestic producers also alleged that Chinese and Indonesian producers are receiving illegal government subsidies. The agencies conducted their investigations in 2015 and earl
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PCA is exposed to the impact of interest rate changes and changes in the market value of its financial instruments. PCA periodically enters into derivatives in order to minimize these risks, but not for trading purposes. For a discussion of derivatives and hedging activities, see Note 14, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
The interest rates on approximately 70% of PCA’s debt are fixed. A one percent increase in interest rates related to variable rate debt would have resulted in an increase in interest expense and a corresponding decrease in income before taxes of $6.6 million annually.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
| Packaging Corporation of America Consolidated Financial Statements | |
| Reports of Independent Registered Public Accounting Firms | 38 |
| Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2015, 2014, and 2013 | 41 |
| Consolidated Balance Sheets as of December 31, 2015 and 2014 | 42 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013 | 43 |
| Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2015, 2014, and 2013 | 44 |
| Notes to Consolidated Financial Statements | 45 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Packaging Corporation of America:
We have audited the accompanying consolidated balance sheets of Packaging Corporation of America and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2015. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule II - Valuation and Qualifying accounts. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Packaging Corporation of America and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the two‑year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Packaging Corporation of America’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Boise, Idaho
February 26, 2016
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders
Packaging Corporation of America:
We have audited Packaging Corporation of America’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Packaging Corporation of America’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting included in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Packaging Corporation of America maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Packaging Corporation of America and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2015, and our report dated February 26, 2016 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Boise, Idaho
February 26, 2016
R
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
Item 9A. CONTROLS AND PROCEDURES
Controls and Procedures
PCA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in PCA’s filings under the Securities Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to PCA’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Prior to filing this report, PCA completed an evaluation under the supervision and with the participation of PCA’s management, including PCA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of PCA’s disclosure controls and procedures as of December 31, 2015. The evaluation of PCA’s disclosure controls and procedures included a review of the controls’ objectives and design, PCA’s implementation of the controls and the effect of the controls on the information generated for use in this report. Based on this evaluation, PCA’s Chief Executive Officer and Chief Financial Officer concluded that PCA’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2015.
During the quarter ended December 31, 2015, there were no changes in internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, PCA’s internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
PCA’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, PCA’s internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
PCA’s management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, PCA’s management concluded that its internal control over financial reporting was effective as of December 31, 2015, based on the specified criteria.
KPMG LLP, the independent registered public accounting firm that audited PCA’s financial statements included in this Form 10-K, has also audited the effectiveness of the Company’s internal control over financial reporting. Their attestation report precedes PCA’s audited financial statements included elsewhere in this report.
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Information regarding PCA’s executive officers required by this Item 10 is set forth in Item 1 of Part I of this report under the caption "Executive Officers of the Registrant."
The following information required by this Item 10 will be included in PCA’s Proxy Statement for the 2016 Annual Meeting of Stockholders and is incorporated by reference herein:
| • | Information regarding PCA’s directors included under the caption "Election of Directors" |
| • | Information regarding PCA’s Audit Committee and financial experts included under the caption "Election of Directors - Audit Committee" |
| • | Information regarding PCA’s code of ethics included under the caption "Election of Directors - Code of Ethics" |
| • | Information regarding PCA’s stockholder nominating procedures included under the captions "Election of Directors - Nominating and Governance Committee," "Other Information - Recommendations for Board - Nominated Director Nominees," and "Other Information - Procedures for Nominating Directors or Bringing Business Before the 2017 Annual Meeting" |
| • | Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 included under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" |
Item 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation required by this Item 11 will be included in PCA’s Proxy Statement under the captions "Compensation Discussion and Analysis," "Executive Officer and Director Compensation" (including all subcaptions and tables thereunder) and "Board Committees - Compensation Committee" and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information with respect to security ownership of certain beneficial owners and management required by this Item 12 will be included in PCA’s Proxy Statement under the caption "Ownership of Our Stock" and is incorporated herein by reference.
Authorization of Securities under Equity Compensation Plans — Securities authorized for issuance under our equity compensation plans at December 31, 2015 are as follows:
| Column | |||||||||
| A | B | C | |||||||
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) | ||||||
| Equity compensation plans approved by securityholders | — | $ | — | 1,551,452 | |||||
| Equity compensation plans not approved by securityholders | N/A | N/A | N/A | ||||||
| Total | — | $ | — | 1,551,452 |
| (a) | Does not include 1,183,469 shares of unvested restricted stock and performance units granted pursuant to our Amended and Restated 1999 Long-Term Equity Incentive Plan. |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information with respect to certain relationships and related transactions and director independence required by this Item 13 will be included in PCA’s Proxy Statement under the captions "Transactions with Related Persons" and "Election of Directors - Determination of Director Independence," respectively, and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information with respect to fees and services of the principal accountant required by this Item 14 will be included in PCA’s Proxy Statement under the caption "Ratification of Appointment of the Independent Registered Public Accounting Firm" under the subcaptions "- Fees to the Independent Registered Public Accounting Firm" and "- Audit Committee Preapproval Policy for Audit and Non-Audit Fees" and are incorporated herein by reference.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) The financial statements listed in the "Index to Financial Statements."
(2) Financial Statement Schedule.
The following consolidated financial statement schedule of PCA for the years ended December 31, 2015, 2014, and 2013 is included in this report.
Schedule II - Packaging Corporation of America - Valuation and Qualifying Accounts (dollars in millions).
| Description | Balance Beginning of Year | Acquired Reserves | Charged to Expenses | Deductions | Balance End of Year | ||||||||||||||
| Year ended December 31, 2015: | |||||||||||||||||||
| Deducted from assets accounts: | |||||||||||||||||||
| Allowance for doubtful accounts | $ | 4.9 | $ | — | $ | 0.9 | $ | (1.9 | ) | (a) | $ | 3.9 | |||||||
| Reserve for customer deductions | 6.4 | — | 46.2 | (46.2 | ) | (b) | 6.4 | ||||||||||||
| Deferred tax asset valuation allowance | 1.7 | — | 4.5 | (1.1 | ) | 5.1 | |||||||||||||
| Total | $ | 13.0 | $ | — | $ | 51.6 | $ | (49.2 | ) | $ | 15.4 | ||||||||
| Year ended December 31, 2014: | |||||||||||||||||||
| Deducted from assets accounts: | |||||||||||||||||||
| Allowance for doubtful accounts | $ | 3.9 | $ | — | $ | 2.2 | $ | (1.2 | ) | (a) | $ | 4.9 | |||||||
| Reserve for customer deductions | 6.7 | — | 44.5 | (44.8 | ) | (b) | 6.4 | ||||||||||||
| Deferred tax asset valuation allowance | 2.7 | — | 0.1 | (1.1 | ) | 1.7 | |||||||||||||
| Total | $ | 13.3 | $ | — | $ | 46.8 | $ | (47.1 | ) | $ | 13.0 | ||||||||
| Year ended December 31, 2013: | |||||||||||||||||||
| Deducted from assets accounts: | |||||||||||||||||||
| Allowance for doubtful accounts | $ | 1.9 | $ | — | $ | 2.8 | $ | (0.8 | ) | (a) | $ | 3.9 | |||||||
| Reserve for customer deductions | 3.4 | 3.4 | 39.5 | (39.6 | ) | (b) | 6.7 | ||||||||||||
| Deferred tax asset valuation allowance | — | 2.7 | — | — | 2.7 | ||||||||||||||
| Total | $ | 5.3 | $ | 6.1 | $ | 42.3 | $ | (40.4 | ) | $ | 13.3 |
| (a) | Consists primarily of uncollectable accounts written off, net of recoveries, during the year. |
| (b) | Consists primarily of discounts taken by customers during the year. |
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, are inapplicable or not material, or the information called for thereby is otherwise included in the financial statements or the accompanying notes to the financial statements and therefore, have been omitted.
(2) Exhibits
| Exhibit Number | Description | |
| 2.1 | Contribution Agreement, dated as of January 25, 1999, among Pactiv Corporation (formerly known as Tenneco Packaging Inc.) ("Pactiv"), PCA Holdings LLC ("PCA Holdings") and Packaging Corporation of America ("PCA"). (Incorporated herein by reference to Exhibit 2.1 to PCA’s registration Statement on Form S-4, Registration No. 333-79511). | |
| 2.2 | Letter Agreement Amending the Contribution Agreement, dated as of April 12, 1999, among Pactiv, PCA Holdings and PCA. (Incorporated herein by reference to Exhibit 2.2 to PCA’s Registration Statement on Form S-4, Registration No. 333-79511). | |
| 2.3 | Agreement and Plan of Merger, dated September 16, 2013, between PCA, Bee Acquisition Corp. and Boise, Inc. (Incorporated herein by reference to Exhibit 2.1 to PCA’s Current Report on Form 8-K filed September 17, 2013, File No. 1-15399). PCA will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that PCA may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. | |
| 3.1 | Restated Certificate of Incorporation of PCA. (Incorporated herein by reference to Exhibit 3.1 to PCA’s Registration Statement on Form S-4, Registration No. 333-79511). | |
| 3.2 | Certificate of Amendment to Restated Certificate of Incorporation of PCA. (Incorporated herein by reference to Exhibit 3.2 to PCA’s Registration Statement on Form S-4, Registration No. 333-109437.) | |
| 3.3 | Amended and Restated By-laws of PCA. (Incorporated herein by reference to Exhibit 3.1 to PCA’s Current Report on Form 8-K filed December 7, 2012, File No. 1-15399.) | |
| 4.1 | Form of certificate representing shares of common stock. (Incorporated herein by reference to Exhibit 4.9 to PCA’s Registration Statement on Form S-1, Registration No. 333-86963.) | |
| 4.2 | Indenture, dated as of July 21, 2003, between PCA and U.S. Bank National Association. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, File No. 1-15399.) | |
| 4.3 | First Supplemental Indenture, dated as of July 21, 2003, between PCA and U.S. Bank National Association. (Incorporated herein by reference to Exhibit 4.3 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, File No. 1-15399.) | |
| 4.4 | Form of Rule 144A Global Note. (Incorporated herein by reference to Exhibit 4.5 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, File No. 1-15399.) | |
| 4.5 | Officers’ Certificate, dated March 25, 2008, pursuant to Section 301 of the Indenture filed herewith as Exhibit 4.2 (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed March 25, 2008, File No. 1-15399.) | |
| 4.6 | 6.50% Senior Notes due 2018. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed March 25, 2008, File No. 1-15399.) | |
| 4.7 | Officers’ Certificate and 3.90% Senior Notes due 2022. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed June 26, 2012, File No. 1-15399.) | |
| 4.8 | Officers’ Certificate, dated as of October 22, 2013, pursuant to Section 301 of the Indenture filed herewith as Exhibit 4.2. (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed October 22, 2013, File No 1-15399.) | |
| 4.9 | 4.500% Senior Notes due 2023. (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed October 22, 2013, File No 1-15399.) | |
| 4.10 | Officers’ Certificate, dated September 5, 2014, pursuant to Section 301 of the Indenture, dated July 21, 2003, by and between Packaging Corporation of America and U.S. Bank National Association (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed September 5, 2014, File No. 1-15399). | |
| 4.11 | 3.650% Senior Notes due 2024 (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed September 5, 2014, File No. 1-15399). | |
| 10.1 | Credit Agreement, dated as of October 18, 2013, by and among PCA and the lenders and agents named therein. (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K filed October 22, 2013, File No. 1-15399, which incorporates by reference Exhibit (b)(2) to Amendment No. 6 to PCA’s Schedule filed October 21, 2013). | |
| 10.2 | Packaging Corporation of America Thrift Plan for Hourly Employees and First Amendment of Packaging Corporation of America Thrift Plan for Hourly Employees, effective February 1, 2000. (Incorporated herein by reference to Exhibit 4.5 to PCA’s Registration Statement on Form S-8, Registration No. 333-33176.)* | |
| 10.3 | Packaging Corporation of America Retirement Savings Plan, effective February 1, 2000. (Incorporated herein by reference to Exhibit 4.6 to PCA’s Registration Statement on Form S-8, Registration No. 333-33176.)* |
| 10.4 | Form of Restricted Stock Award Agreement for employees and non-employee directors under the Amended and Restated 1999 Long-term Equity Incentive Plan. (Incorporated herein by reference to Exhibit 10.3 to PCA’s Current Report on Form 8-K, filed March 14, 2006, File No. 1-15399.)* | |
| 10.5 | Packaging Corporation of America Supplemental Executive Retirement Plan, as Amended and Restated Effective as of January 1, 2005. (Incorporated herein by reference to Exhibit 10.31 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-15399.)* | |
| 10.6 | Packaging Corporation of America Deferred Compensation Plan, effective as of January 1, 2009. (Incorporated herein by reference to Exhibit 10.15 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-15399.)* | |
| 10.7 | First Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of January 1, 2008. (Incorporated herein by reference to Exhibit 10.17 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2008, file No. 1-15399.)* | |
| 10.8 | Amended and Restated 1999 Long-Term Equity Incentive Plan, effective as of May 1, 2013. (Incorporated herein by reference to Appendix A to PCA’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 22, 2013, File No 1-15399.)* | |
| 10.9 | PCA Amended and Restated Performance Incentive Plan, effective as of May 12, 2015. (Incorporated herein by reference to Appendix A to PCA’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2015, File No. 1-15399.)* | |
| 10.10 | Amended and Restated Agreement, dated February 26, 2015, between Packaging Corporation of America and Paul T. Stecko. (Incorporated herein by reference to Exhibit 10.12 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2014, File No. 1-15399). | |
| 10.11 | Second Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013. (Incorporated herein by reference to Exhibit 10.22 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-15399.)* | |
| 10.12 | Third Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013. (Incorporated herein by reference to Exhibit 10.23 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2012, File No. 1-15399.) * | |
| 10.13 | Form of Restricted Stock Agreement for executive officer awards made in June 2013. (Incorporated by reference to Exhibit 10.1 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-15399).* | |
| 10.14 | Form of Performance Unit Agreement for executive officer awards made in June 2013. (Incorporated by reference to Exhibit 10.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-15399).* | |
| 10.15 | Performance Based Equity Award Pool for Executive Officers relating to awards made in June 2013. (Incorporated by reference to Exhibit 10.3 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-15399).* | |
| 10.16 | Paper Purchase Agreement, dated June 25, 2011 (the "Paper Purchase Agreement"), between Boise White Paper, L.L. C. and OfficeMax Incorporated (Incorporated by reference to Exhibit 10.1 to Boise, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-33541) | |
| 10.17 | First Amendment to Paper Purchase Agreement, dated June 20, 2013, between Boise White Paper, L.L.C. and OfficeMax Incorporated (Incorporated by reference to Exhibit 10.2 to Boise, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2013, File No. 1-33541) | |
| 10.18 | Second Amendment to Paper Purchase Agreement, effective January 1, 2015 and executed and delivered August 19, 2015, between Boise White Paper, L.L.C. and Office Depot Inc. (Incorporated by reference to Exhibit 10.1 to PCA’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, File No. 1-33541) | |
| 10.19 | Form of Restricted Stock Award Agreement for December 16, 2013 awards to Mark W. Kowlzan, Thomas A. Hassfurther and Richard B. West. (Incorporated herein by reference to Exhibit 10.1 to PCA’s Current Report on Form 8-K, filed December 17, 2013, File No. 1-15399).* | |
| 10.20 | Form of Performance Unit Agreement for executive officer awards made in June 2014. (Incorporated by reference to Exhibit 10.1 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, File No. 1-15399).* | |
| 10.21 | Form of Restricted Stock Agreement for executive officer awards made in June 2014. (Incorporated by reference to Exhibit 10.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, File No. 1-15399).* | |
| 10.22 | Form of Performance Unit Agreement for executive officer awards made in 2015. (Incorporated by reference to Exhibit 10.1 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, File No. 1-15399).* | |
| 10.23 | Form of Restricted Stock Agreement for executive officer awards made in 2015. (Incorporated by reference to Exhibit 10.2 to PCA’s Quarterly Report on Form 10-Q for the period ended June 30, 2014, File No. 1-15399).* | |
| 10.24 | Agreement, dated December 16, 2015, between Packaging Corporation of America and Paul T. Stecko, director and Senior Advisor (Incorporated by reference to Exhibit 10.2 to PCA’s Current Report on Form 8-K filed on December 17, 2015, File No. 1-15399). |
| 10.25 | Agreement, dated January 19, 2016, between Packaging Corporation of America and Richard B. West (Incorporated by reference to Exhibit 10.2 to PCA’s Current Report on Form 8-K filed on January 22, 2016, File No. 1-15399)* | |
| 12.1 | Statement Regarding Computation of Ratio of Earnings to Fixed Charges† | |
| 16.1 | Letter from Ernst & Young LLP dated November 15, 2013. (Incorporated herein by reference to Exhibit 16 to PCA’s Current Report on Form 8-K, filed November 15, 2013, File No. 1-15399). | |
| 16.2 | Letter from Ernst & Young LLP dated March 3, 2014. (Incorporated herein by reference to Exhibit 16.1 to PCA’s Current Report on Form 8-K, filed March 3, 2014, File No. 1-15399). | |
| 21.1 | Subsidiaries of the Registrant.† | |
| 23.1 | Consent of KPMG LLP (2015 & 2014).† | |
| 23.2 | Consent of KPMG LLP (2013).† | |
| 23.3 | Consent of Ernst & Young LLP.† | |
| 24.1 | Powers of Attorney.† | |
| 31.1 | Certification of Chief Executive Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† | |
| 31.2 | Certification of Chief Financial Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† | |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† | |
| 99.1 | Independent Auditors’ Report (KPMG).† | |
| 101 | The following financial information from Packaging Corporation of America’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2015, 2014, and 2013, (ii) Consolidated Balance Sheets at December 31, 2015 and 2014, (iii) Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015, 2014, and 2013, (v) the Notes to Consolidated Financial Statements, and (vi) Financial Statement Schedule-Valuation and Qualifying Accounts. |
| * | Management contract or compensatory plan or arrangement. |
| † | Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized on February 26, 2016.
| Packaging Corporation of America | ||
| /s/ MARK W. KOWLZAN | ||
| Mark W. Kowlzan | ||
| Chairman of the Board and Chief Executive Officer | ||
| /s/ ROBERT P. MUNDY | ||
| Robert P. Mundy | ||
| Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 26, 2016, by the following persons on behalf of the registrants and in the capacities indicated.
| Signature | Capacity | |||
| /s/ MARK W. KOWLZAN | ||||
| Mark W. Kowlzan | Chairman of the Board and Chief Executive Officer | |||
| (Principal Executive Officer) | ||||
| /s/ ROBERT P. MUNDY | ||||
| Robert P. Mundy | Senior Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | ||||
| * | ||||
| Cheryl K. Beebe | Director | |||
| * | ||||
| Duane Farrington | Director | |||
| * | ||||
| Hasan Jameel | Director | |||
| * | ||||
| Robert C. Lyons | Director | |||
| * | ||||
| Thomas P. Maurer | Director | |||
| * | ||||
| Samuel M. Mencoff | Director | |||
| * | ||||
| Roger B. Porter | Director | |||
| * | ||||
| Thomas S. Souleles | Director | |||
| * | ||||
| Paul T. Stecko | Director | |||
| * | ||||
| James D. Woodrum | Director | |||
| /s/ ROBERT P. MUNDY | ||||
| Robert P. Mundy | ||||
| (Attorney-In-Fact) |