Packaging Corp of America (PKG) 10-K risk factor changes: FY2015 vs FY2014

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 [removed: forward-][added: 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.]

We expressly disclaim any obligation to publicly revise [added: or otherwise update] any forward-looking statements that have been made to reflect the occurrence of events after the date hereof.

[removed: 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.

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 [removed: are often] [added: may be unpredictable and] volatile.

If supply exceeds demand, prices for our products could decline, [removed: resulting in decreased] [added: and our] earnings and [added: operating] cash [removed: generated from operations.][added: flows would be lower.]

[removed: If the] [added: Lower] prices for our products [removed: decline or if we are unable to control our costs, it] 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 [added: operating] cash [removed: generated from operations.][added: flows.]

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 [added: operating] cash [removed: flow.][added: flows.]

[removed: Several] [added: 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 [added: 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 [removed: some of whom we believe may be violating] [added: 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.

[removed: Inflation and Other General Cost Increases -] We are subject to both contractual, [removed: inflation,] [added: inflationary,] and other general cost [removed: increases.][added: 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 [removed: inflation] [added: inflationary] and other general cost increases could have a material adverse effect [removed: of] [added: on] our operating cash flows, profitability, and liquidity.

In [removed: 2014,] [added: 2015,] our total company costs including cost of sales (COS) and selling, general, and administrative expenses (SG&A) was [removed: $5.1] [added: $5.0] billion, and excluding non-cash costs (depreciation, [removed: pension,] [added: pension] and [added: postretirement expense, and] share-based compensation expense) was [removed: $4.7] [added: $4.6] billion.

A 1% increase in COS and SG&A costs would increase costs by [removed: $51] [added: $50] million and cash costs by [removed: $47] [added: $46] million.

The market price of wood fiber varies based upon availability, source, and the costs of fuels used in the harvesting and [added: transportation of wood fiber.]

The cost and availability of wood fiber can also be impacted by weather, general logging conditions, [added: geography,] and [removed: geography.][added: regulatory activity.]

[removed: In 2014, we purchased approximately 493,000] tons of recycled fiber, net of the recycled fiber generated by our corrugated box plants.

Periods of supply and demand imbalance have [removed: tended to create] [added: 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 [added: higher costs and] lower [removed: or volatile] earnings.

Cost of Purchased [removed: Energy] [added: Fuels] and Chemicals - An increase in the cost of purchased [removed: energy] [added: 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 [removed: coal, bark,] natural gas, [added: bark, oil,] and [removed: oil.][added: coal.]

[removed: Energy] [added: Fuel] prices, in particular prices for oil and natural gas, have fluctuated dramatically in the past.

New and more stringent environmental regulations may discourage, [added: reduce the availability of,] or make more expensive, the use of certain [added: fuels, particularly coal and fossil] fuels.

In addition, costs for key chemicals used in our manufacturing [added: operations] also fluctuate.

If [removed: energy] [added: fuel] and chemical prices rise, our production costs and transportation costs will increase and cause higher manufacturing costs and reduced earnings.

| • | Closure [added: or curtailment] related to environmental concerns. |

New and more stringent environmental [removed: regulations, including new U.S. Environmental Protection Agency rules relating to industrial boiler emissions known as the Boiler MACT rules, are expected to] [added: regulations may be adopted and may] require us to incur significant additional capital expenditures to modify or replace certain of our boilers.

Customer Concentration - [removed: OfficeMax] [added: Office Depot] represents a significant portion of PCA’s paper business.

We have a supply agreement with [removed: OfficeMax,] [added: Office Depot,] our largest customer in the paper segment.

The agreement requires [removed: OfficeMax] [added: Office Depot] to buy, and us to supply, at least [removed: 80%] [added: 50%] of [removed: OfficeMax’s] [added: 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, [removed: OfficeMax's] [added: Office Depot's] purchase obligations under the agreement would phase [removed: out over two years.][added: out.]

Our agreement with [removed: OfficeMax] [added: Office Depot] will continue to remain in effect after a merger or acquisition as to the office paper requirements of the legacy [removed: OfficeMax] [added: Office Depot] business.

[removed: 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 [removed: Max] [added: Depot] business, the purchasing decisions of the ultimate entity or the effects on pricing or competition for office papers.

In [removed: 2014,] [added: 2015,] sales to Office Depot [removed: (including Office Max)] represented [removed: 44%] [added: 45%] of our Paper segment sales.

If these sales are reduced, whether as a result of the [removed: pending integration of Office Max into Office Depot, the] future acquisition of Office Depot by Staples or otherwise, we would need to find new [removed: customers, which could harm our profitability if our prices are lower or costs are higher.][added: customers.]

Any significant deterioration in the financial condition of [removed: the] [added: Office Depot (or its] ultimate [removed: entity] [added: 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.

Delayed sales, slowed production, or other [removed: repercussions] [added: 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 [added: operating] cash flows.

[removed: Increased leverage] [added: Debt obligations - Our debt service obligations] may reduce our operating flexibility.

At December 31, [removed: 2014,] [added: 2015,] we had $2.3 billion of long-term debt outstanding and a [removed: $350.0] [added: $326.5] million undrawn revolving credit [removed: facility.][added: facility, after deducting letters of credit.]

Management's Discussion and Analysis of Financial Condition and Results of Operations") or in our other filings with the

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.

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.

In 2015, we purchased approximately 605,000

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.

However, we cannot predict how any merger or acquisition will affect the

We may not be able to fully replace any lost sales, and any new sales may be at lower prices or higher costs.

| • | Increase our vulnerability to increases in interest rates; |

| | |

| --- | --- |

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.

Industry Risks

Additionally, market conditions beyond our control can affect the prices for our commodity products.

Company Risks

Certain items of product input costs have historically been subject to more cost volatility including fiber, purchased energy, and chemicals.

transportation of wood fiber.

OfficeMax was acquired by Office Depot, Inc. late in 2013.

Office Depot has since

agreed to be acquired by Staples, Inc. on February 4, 2015.

The pending acquisition by Staples is subject to the satisfaction of certain conditions.

Acquisition Integration - The acquired businesses may underperform relative to our expectations, and we may not be able to successfully integrate the businesses.

The acquired businesses may underperform relative to our expectations, which may cause our financial results to differ from our own or the investment community’s expectations.

If the acquired businesses underperform relative to our expectations, or if we fail to successfully integrate the businesses, our business, financial condition, and results of operations may be materially and adversely affected.

Risks Related to Economic, Financial, and Investment Risk

High unemployment rates, lower family income, lower corporate earnings, lower business

This discussion includes [added: forward-looking] statements regarding our expectations with respect to our future performance, liquidity, and capital resources.

PCA is the fourth largest producer of containerboard and [added: corrugated packaging products in] the [added: United States and the] third largest producer of [removed: white papers] [added: uncoated freesheet paper] in North America, based on production capacity.

We operate five containerboard mills, three paper mills, and [removed: 99] [added: 93] corrugated products manufacturing plants.

We operate primarily in the United States and have some converting [added: and distribution] operations in [removed: Europe, Mexico, and] Canada.

[removed: We] [added: In 2015, we] reported [removed: $392.6] [added: $436.8] million of net income, or [removed: $3.99] [added: $4.47] per diluted [removed: share in 2014,] [added: share,] compared with [removed: $441.3] [added: $392.6] million, or [removed: $4.52] [added: $3.99] per share in [removed: 2013.][added: 2014.]

Excluding the special items discussed below, we recorded [removed: $458.6] [added: $442.6] million of net income, or [removed: a record $4.66] [added: $4.53] per diluted share in [removed: 2014,] [added: 2015,] compared with [removed: $325.2] [added: $458.6] million and [removed: $3.33] [added: $4.66] per diluted share in [removed: 2013.][added: 2014.]

[removed: Packaging segment] [added: In our packaging segment, we reported $714.9 million of] income [removed: was $663.2 million,] [added: in 2015,] compared with [removed: $554.2] [added: $663.2] million in [removed: 2013,] [added: 2014,] and earnings before interest, taxes, depreciation, amortization, and depletion (EBITDA) excluding special items was [removed: $1,015.0] [added: $1,009.3] million, compared with [removed: $774.7] [added: $1,015.0] million in [removed: 2013.][added: 2014.]

Paper segment income was [removed: $135.4] [added: $112.5] million, compared with [removed: $13.5] [added: $135.4] million in [removed: 2013,] [added: 2014,] and EBITDA excluding special items was [removed: $186.0] [added: $160.7] million, compared with [removed: $24.2] [added: $186.0] million [removed: for the two months and five days after the Boise acquisition] in [removed: 2013.][added: 2014.]

Earnings per diluted share, excluding special items, in [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] were as follows:

| | [added: 2015 | | | |] 2014 | | | | 2013 | | |

| Earnings per diluted share | $ | [removed: 3.99] [added: 4.47] | | | $ | [removed: 4.52] [added: 3.99] | |

| DeRidder restructuring (a) | [removed: 0.43] [added: 0.01] | | | | [removed: —] [added: 0.43] | | |

| Integration-related and other costs (b) | [removed: 0.13] [added: 0.10] | | | | [removed: 0.11] [added: 0.13] | | |

| Class action lawsuit settlement [removed: (c)] [added: (d)] | [removed: 0.11] [added: —] | | | | [removed: —] [added: 0.11] | | |

| Alternative energy tax credits [removed: (d)] [added: (f)] | — | | | | [removed: (1.70] [added: —] | | [added: | | — | | | | — | | | | — | | | | (166.0 | |] ) |

| Acquisition inventory step-up [removed: (e)] | — | | | | [removed: 0.14] [added: —] | | | [added: | 21.5 | | | | — | | | | — | | |]

| Acquisition-related costs [removed: (f)] | — | | | | [removed: 0.11] [added: —] | | | [added: | 17.2 | | | | — | | | | — | | |]

| Acquisition-related financing costs [removed: (f)] [added: (h)] | — | | | | [removed: 0.08] [added: —] | | | [added: | — | | | | — | | | | — | | | | 7.4 | | |]

| Pension curtailment charges [removed: (g)] | — | | | | [removed: 0.07] [added: —] | | | [added: | 10.9 | | | | — | | | | — | | |]

| Total special items | [removed: 0.67] [added: 0.06] | | | | [removed: (1.19] [added: 0.67] | | [removed: )] |

| Earnings per diluted share, excluding special items | $ | [removed: 4.66] [added: 4.53] | | | $ | [removed: 3.33] [added: 4.66] | |

| (a) | Includes [removed: $65.8 million of] [added: amounts from restructuring activities at our mill in DeRidder, Louisiana, including] costs related [removed: primarily] to the conversion of the No. 3 newsprint machine [removed: at our DeRidder, Louisiana, mill and related start-up costs, and] [added: to containerboard,] our exit from the newsprint [removed: business in September 2014 ($42.1 million after-tax or $0.43 per diluted share).] [added: business, and other improvements. The restructuring charges primarily related to accelerated depreciation.] |

| [removed: (c)] [added: (d)] | Includes $17.6 million of costs [removed: accrued] for the settlement of the Kleen Products LLC v Packaging Corp. of America et al class action [removed: lawsuit ($11.2 million after-tax or $0.11 per diluted share).] [added: lawsuit.] |

| [removed: (d)] [added: (f)] | 2013 includes [removed: $1.70 of income per diluted share for] the reversal of $166.0 million of tax reserves related to alternative energy tax credits. Approximately $103.9 million of the reversal is due to the completion of [removed: an] [added: the] IRS audit of PCA's Filer City mill's cellulosic biofuel tax credits and $62.1 million is from the reversal of [removed: reserves] [added: a reserve] for the taxability of the alternative energy tax credits acquired in the acquisition of Boise. |

| [removed: (e)] [added: (g)] | Generally accepted accounting principles [removed: (GAAP)] required us to value the inventory from the acquisition of Boise at fair value, which increased the value of the inventory by $21.5 million. This reduced the profit on the sale of the acquired inventory to that portion attributable to the selling effort. This step-up in value increased expenses by $21.5 million as the acquired inventory was sold and charged to cost of [removed: sales ($13.6 million after-tax or $0.14 per diluted share).] [added: sales.] |

| [removed: (f)] [added: (h)] | Includes [removed: $28.9 million of] acquisition-related costs, primarily for professional fees related to transaction-advisory services and expenses related to financing the acquisition of [removed: Boise ($18.3 million after-tax or $0.19 per diluted share).] [added: Boise.] |

| [removed: (g)] [added: (i)] | Includes $10.9 million of non-cash pension curtailment charges related to pension plan changes in which certain hourly corrugated and containerboard mill employees will transition from a defined benefit pension plan to a defined contribution 401k [removed: plan ($7.0 million after-tax or $0.07 per diluted share).] [added: plan.] |

Trade publications reported that [removed: industry-wide] [added: industry] corrugated products shipments increased 1.2% during [removed: 2014,] [added: 2015,] compared with [removed: 2013.][added: 2014 and 1.6% per workday with one less workday in 2015.]

Reported industry containerboard production was [removed: 1.8%] [added: 1.3%] higher than [removed: 2013,] [added: 2014,] with export shipments up [removed: 6.3%.][added: 1.9%.]

[removed: With strong internal containerboard demand needed to supply our box plants, we reduced our outside sales of containerboard, both] domestic and export, by 46,000 tons compared with last year and we purchased 182,000 tons of containerboard from the outside market in 2014.

As a result, we expect first quarter [removed: earnings, excluding special items,] [added: 2016 earnings] to be lower than fourth quarter [removed: 2014.][added: 2015.]

| (a) | On October 25, 2013, we acquired Boise Inc. [removed: (Boise).] Our financial results include Boise subsequent to acquisition. |

| [removed: (b)] [added: (a)] | See "Reconciliations of Non-GAAP Financial Measures to Reported Amounts" included in this Item 7 for a reconciliation of non-GAAP measures to the most comparable GAAP measure. |

[removed: We reduced] [added: With a full year of containerboard production on] our [added: D3 machine at our DeRidder, Louisiana mill, we increased our] outside sales of containerboard, both domestic and export, by [removed: 46,000] [added: 52,000] tons compared with last year and we purchased [removed: 182,000] [added: 174,000 less] tons of containerboard from the outside market in [removed: 2014.][added: 2015.]

Year Ended December 31, [removed: 2013,] [added: 2015,] Compared with Year Ended December 31, [removed: 2012][added: 2014]

The historical results of operations of PCA for the years ended December 31, [removed: 2013] [added: 2015] and [removed: 2012] [added: 2014] are set forth below (dollars in millions):

| Corporate and other and eliminations | [removed: 16.7] [added: 121.3] | | | | [removed: —] [added: 110.9] | | | | [removed: 16.7] [added: 10.4] | | |

| Corporate and other and eliminations | [removed: (85.8] [added: (77.4] | | ) | | [removed: 53.7] [added: (95.9] | | [added: )] | | [removed: (139.5] [added: 18.5] | | [removed: )] |

| Interest expense, net | [removed: (58.3] [added: 85.5] | | [removed: )] | | [removed: (62.9] [added: 88.4] | | [removed: )] | | [removed: 4.6] [added: 58.3] | | | [added: | 62.9 | | | | 29.2 | | |]

| Provision [added: (benefit)] for income taxes | [removed: 17.7] [added: 227.7] | | | | [removed: (214.5] [added: 221.7] | | [added: | | (17.7 | |] ) | | [removed: 232.2] [added: 214.5] | | | [added: | 86.0 | | |]

See our discussion regarding forward-looking statements included under "Part I, Item 1A.

Risk Factors" of this Form 10-K.

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 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.

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.

| | 2015 | | | | 2014 | | |

| Sale of St. Helens paper mill site (c) | (0.05 | | ) | | — | | |

| (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. |

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.

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 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.

Compared with fourth quarter 2015, we expect first quarter 2016 labor and benefits costs to be higher with annual wage increases and other timing-related expenses, and seasonally colder weather will increase wood and energy costs.

Our tax rate will also be higher in the first quarter.

These items will be partially offset by slightly higher corrugated products shipments and containerboard production, and lower scheduled mill outage costs.

Finally, lower published prices for domestic linerboard and medium are expected to adversely affect earnings.

| | 2015 | | | | 2014 | | | | Change | | |

| Packaging | $ | 4,477.3 | | | $ | 4,540.3 | | | $ | (63.0 | ) |

| Paper | 1,143.1 | | | | 1,201.4 | | | | (58.3 | | ) |

| Net sales | $ | 5,741.7 | | | $ | 5,852.6 | | | $ | (110.9 | ) |

| Packaging | $ | 714.9 | | | $ | 663.2 | | | $ | 51.7 | |

| Paper | 112.5 | | | | 135.4 | | | | (22.9 | | ) |

| Income from operations | $ | 750.0 | | | $ | 702.7 | | | $ | 47.3 | |

| Income before taxes | 664.5 | | | | 614.3 | | | | 50.2 | | |

| Income tax expense | (227.7 | | ) | | (221.7 | | ) | | (6.0 | | ) |

| Net income | $ | 436.8 | | | $ | 392.6 | | | $ | 44.2 | |

| EBITDA (a) | $ | 1,106.5 | | | $ | 1,083.7 | | | $ | 22.8 | |

Net sales decreased $110.9 million, or 1.9%, to $5,741.7 million in 2015, compared with $5,852.6 million in 2014.

Sales decreased $63.0 million, or 1.4%, to $4,477.3 million, compared with $4,540.3 million in 2014.

Sales decreased $115.0 million due to the exit from our newsprint business in third quarter 2014 and the April 1, 2015, sale of our Hexacomb operations in Mexico and Europe.

These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Part I, Item 1A.

Risk Factors" of this Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (SEC).

We do not assume any obligation to update any forward-looking statements.

Our actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-K.

In 2014, sales grew 59.7% to a record $5,852.6 million.

Compared with 2013, the improvement in our 2014 financial results excluding special items, was primarily due to the Boise acquisition in October 2013.

The acquisition was significantly accretive to our earnings before special items due to earnings generated by Boise as well as the synergies generated from the integration of its packaging business and operational improvements in the white papers business.

On October 17, 2014, we completed the No. 3 newsprint machine conversion at the DeRidder, Louisiana, mill to produce containerboard, which will provide our containerboard mill system with needed capacity and reduce our outside purchases of containerboard.

After startup, the machine produced 58,000 tons during the fourth quarter.

In 2014, our results included $103.3 million ($47.7 million non-cash and $55.6 million cash) of pre-tax expense from special items, compared with $87.3 million of income from special items in 2013.

The 2014 special items included $65.8 million ($46.1 million non-cash and $19.7 million cash) of expenses related to the DeRidder mill restructuring, $19.9 million ($1.7 million non-cash and $18.2 million cash) of Boise acquisition integration-related, debt-refinancing, and other costs, and $17.6 million of cash expense related to the settlement of a class action lawsuit.

Special items in 2013 included $166.0 million of income from the reversal of previously established tax reserves, partially offset by $67.8 million of pretax costs primarily related to the acquisition of Boise and $10.9 million of pension plan curtailment charges.

| | |

| --- | --- |

| (b) | 2014 includes $19.9 million ($12.7 million after-tax or $0.13 per diluted share) and 2013 includes $17.4 million ($11.0 million after-tax or $0.11 per diluted share) of Boise acquisition integration-related and other costs, primarily for severance, retention, travel, and professional fees. |

In 2014, our corrugated products shipments, including Boise, increased 25.5% over last year and 25.0% per workday with one more workday in 2014.

Excluding Boise shipments, corrugated products shipments increased 4.7% in total, or 4.3% per workday.

The acquisition of Crockett Packaging in April 2014 contributed about 1.0% to the increase in shipments.

PCA containerboard

mill production in 2014 was 3,452,000 total tons, including 801,000 tons from Boise, compared with 2,749,000 total tons in 2013, which included 141,000 tons from Boise.

Our domestic containerboard pricing remained steady throughout 2014, while our export pricing decreased slightly, due, in part, to a stronger U.S. dollar.

In 2014, we elected to exit some business which lowered our office paper shipments.

Our office paper shipments decreased 2.1% or 16,000 tons in 2014, compared with Boise's shipments last year.

Our printing and converting papers and pressure sensitive papers shipments were down about 18.5% or 81,000 tons compared with 2013, as a result of closing two paper machines at the International Falls, Minnesota, mill in fourth quarter 2013.

In 2014, our white paper mills produced 1,144,000 tons.

In 2014, our average price for all products produced in our paper segment was $996 per ton compared with the 2013 average price of $984 per ton.

In the first quarter of 2015, we expect lost containerboard production of about 60,000 tons and higher operating costs from annual maintenance outages at Counce and DeRidder, our two largest containerboard mills, and two less production days compared with the fourth quarter of 2014.

Corrugated products shipments are expected to be seasonally lower, and white paper prices are expected to be lower from the impact of published price decreases in November and December 2014 and changes in mix.

Seasonally colder weather will increase wood, energy, and chemical costs.

In addition, labor and benefit costs will be higher with annual wage increases and timing-related fringe benefit increases.

These items will be partially offset by higher production on the DeRidder No. 3 paper machine.

Our paper segment sales include the sales for the white paper mills we acquired from Boise.

In 2013, we recorded a $17.7 million income tax benefit, which included $166.0 million of income tax benefits from the reversal of the reserve for unrecognized tax benefits from alternative energy tax credits.

The IRS completed its audit of PCA’s 2008 and 2009 Federal income tax returns and all claimed alternative energy tax credits were allowed.

In November 2013, PCA received a confirmation letter from the Joint Committee on Taxation that their review was complete.

The credits are described in Note 7, Alternative Energy Tax Credits, of the Notes to Consolidated Financial Statements in "Part II, Item 8.

Financial Statements and Supplementary Data" of this Form 10-K.

| | 2013 (a) | | | | 2012 | | | | Change | | |

| Packaging | $ | 3,431.7 | | | $ | 2,843.9 | | | $ | 587.8 | |

| Paper | 216.9 | | | | — | | | | 216.9 | | |

For a discussion of derivatives and hedging activities, see Note [removed: 13,] [added: 14,] Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements in "Part II, Item 8.

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 [removed: $7.1] [added: $6.6] million annually.

Packaging Corporation of America ("we," "us," "our," "PCA," or the "Company") is the fourth largest producer of containerboard and [added: corrugated packaging products in] the [added: United States and the] third largest producer of [removed: white papers] [added: uncoated freesheet] in North America, based on production capacity.

We operate eight mills and [removed: 99] [added: 93] corrugated products manufacturing plants.

We are headquartered in Lake Forest, Illinois, and have approximately [removed: 14,000] [added: 13,000] employees.

Our operations are primarily in the United States and we have some converting [added: and distribution] operations in [removed: Europe, Mexico, and] Canada.

On October 25, 2013, PCA acquired Boise Inc. [removed: (Boise)] for $2.1 billion, including the fair value of assumed debt.

After the acquisition, we began reporting [removed: in] three reportable segments: Packaging, Paper, and Corporate and Other.

For more information about our acquisition of Boise, see Note 3, [removed: Acquisitions,] [added: Acquisitions and Dispositions,] of the Notes to Consolidated Financial Statements.

[removed: The following table summarizes the Packaging segment's containerboard production and corrugated products shipments and the Paper segment's production, including Boise Inc.] Boise's historical data for [removed: periods] [added: 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.

| [removed: Containerboard Production] [added: (thousand tons)] | [removed: PCA] | 2014 | 821 | | | 846 | | | 858 | | | 927 | | | 3,452 | |

| [removed: (thousand tons)] | | 2013 | 646 | | | 629 | | | 671 | | | 803 | | | 2,749 | |

| [removed: Corrugated Shipments (BSF)] | [removed: PCA] | 2014 | 11.6 | | | 12.1 | | | 12.4 | | | 12.1 | | | 48.2 | |

| Newsprint Production [added: (b)] | PCA | [removed: 2014] [added: 2015] | [removed: 56] [added: —] | | | [removed: 56] [added: —] | | | [removed: 50] [added: —] | | | — | | | [removed: 162] [added: —] | |

| (thousand tons) | | [removed: 2013] [added: 2014] | [removed: —] [added: 56] | | | [removed: —] [added: 56] | | | [removed: —] [added: 50] | | | [removed: 44] [added: —] | | | [removed: 44] [added: 162] | |

| [removed: White Paper (UFS) Production] [added: (thousand tons)] | [removed: PCA] | 2014 | 286 | | | 275 | | | 296 | | | 287 | | | 1,144 | |

| [removed: (thousand tons)] | | 2013 | — | | | — | | | — | | | 208 | | | 208 | |

| Market Pulp Production | PCA | [removed: 2014] [added: 2015] | [removed: 26] [added: 27] | | | 23 | | | [removed: 26] [added: 25] | | | [removed: 25] [added: 23] | | | [removed: 100] [added: 98] | |

| (thousand tons) | | [removed: 2013] [added: 2014] | [removed: —] [added: 26] | | | [removed: —] [added: 23] | | | [removed: —] [added: 26] | | | [removed: 20] [added: 25] | | | [removed: 20] [added: 100] | |

[removed: ][added: ]

During the year ended December 31, [removed: 2014,] [added: 2015,] our Packaging segment produced [removed: 3.5] [added: 3.7] million tons of containerboard at our mills.

Our corrugated products manufacturing plants sold [removed: about 48.2] [added: 48.9] billion square feet (BSF) of corrugated products.

Our net sales to third parties totaled $4.5 billion in [removed: 2014.][added: 2015.]

We manufacture our Packaging products at five containerboard mills, one containerboard machine (at our Wallula, [removed: Washington,] [added: Washington] white paper mill), corrugated manufacturing operations, and protective packaging operations.

Our Counce, [removed: Tennessee,] [added: Tennessee] mill produces kraft linerboard.

[removed: Its] [added: The] year-end [removed: 2014] [added: 2015] annual estimated production capacity, as reported to the American Forest and Paper Association (AF&PA), was [removed: 1,070,000] [added: 1,105,000] tons.

In [removed: 2014,] [added: 2015,] the mill produced [removed: 1,079,000] [added: 1,087,000] tons of kraft linerboard on two paper machines.

Our DeRidder, [removed: Louisiana, mill, acquired as part of the Boise acquisition,] [added: Louisiana mill] produces kraft linerboard on its No. 1 machine and linerboard and medium on its [removed: newly-converted] No. 3 machine.

The year-end [removed: 2014] [added: 2015 annual] estimated capacity reported to the AF&PA, on the two machines, was [removed: 935,000] [added: 995,000] tons.

The No. 1 machine produced [removed: 601,000] [added: 578,000] tons of kraft linerboard during [removed: 2014.][added: 2015.]

Our Valdosta, [removed: Georgia,] [added: Georgia] mill produces kraft linerboard.

Its year-end [removed: 2014] [added: 2015] annual estimated production capacity, as reported to the AF&PA, was [removed: 570,000] [added: 605,000] tons.

In [removed: 2014,] [added: 2015,] our single paper machine at Valdosta produced [removed: 573,000] [added: 603,000] tons of kraft linerboard.

Our Tomahawk, [removed: Wisconsin,] [added: Wisconsin] mill produces semi-chemical corrugating medium.

Its year-end [removed: 2014] [added: 2015] annual estimated production capacity, as reported to the AF&PA, was 555,000 tons.

In [removed: 2014,] [added: 2015,] the mill produced [removed: 555,000] [added: 534,000] tons of semi-chemical corrugating medium on two paper machines.

Our Filer City, [removed: Michigan,] [added: Michigan] mill produces semi-chemical corrugating medium.

Its year-end [removed: 2014] [added: 2015] annual estimated production capacity, as reported to the AF&PA, was [removed: 440,000] [added: 445,000] tons.

In [removed: 2014,] [added: 2015,] the mill produced [removed: 444,000] [added: 428,000] tons on three paper machines.

Filer City can produce corrugating medium in basis [removed: weight] [added: weights] from 20 lb.

Our Wallula, [removed: Washington, mill, acquired as part of the Boise acquisition,] [added: Washington mill] primarily produces white paper, but also produces corrugating medium on one of its paper machines.

Its year-end [removed: 2014] [added: 2015] annual estimated production capacity of medium, as reported to the AF&PA, was 145,000 tons.

The following table summarizes the Packaging segment's containerboard production and corrugated products shipments and the Paper segment's production.

| Containerboard Production (b) | PCA | 2015 | 882 | | | 938 | | | 933 | | | 903 | | | 3,656 | |

| Corrugated Shipments (BSF) | PCA | 2015 | 11.9 | | | 12.4 | | | 12.5 | | | 12.1 | | | 48.9 | |

| | | 2013 | — | | | — | | | — | | | 44 | | | 44 | |

| White Paper (UFS) Production | PCA | 2015 | 288 | | | 273 | | | 294 | | | 262 | | | 1,117 | |

| | | 2013 | — | | | — | | | — | | | 20 | | | 20 | |

| (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. |

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.

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.

We previously had a long standing contractual relationship with OfficeMax Incorporated.

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.

Robert P.

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.

| | |

| --- | --- |

| | | 2012 | 640 | | | 638 | | | 670 | | | 652 | | | 2,600 | |

| | | 2012 | 186 | | | 180 | | | 189 | | | 193 | | | 748 | |

| | | 2012 | 8.5 | | | 8.8 | | | 8.6 | | | 8.8 | | | 34.7 | |

| | | 2012 | 2.3 | | | 2.4 | | | 2.5 | | | 2.4 | | | 9.6 | |

| | | 2012 | 55 | | | 58 | | | 60 | | | 60 | | | 233 | |

| | | 2012 | 320 | | | 313 | | | 323 | | | 293 | | | 1,249 | |

| | | 2012 | 39 | | | 30 | | | 26 | | | 25 | | | 120 | |

On October 17, 2014, we completed the No. 3 newsprint machine conversion at the DeRidder, Louisiana, mill to produce containerboard.

After startup, the converted machine produced 58,000 tons of containerboard during the fourth quarter.

We stopped producing newsprint in September 2014.

The No. 3 machine, which was converted from a newsprint machine and began operation as a containerboard machine on October 17, 2014, produced 46,000 tons of medium and 12,000 tons of linerboard after conversion.

We have corrugated manufacturing operations in 32 states in the U.S. We also have Hexacomb converting operations outside of the continental U.S., including three facilities in Europe, two in Mexico, and one in Canada.

| Furniture and related products | 3 | % |

and 100,000 tons, respectively.

We negotiate these arrangements periodically, and terms can fluctuate based on prevailing pulp market conditions, including pricing and supply dynamics.

Our contracts are generally with suppliers located in close proximity to the specific facility they supply, and they commonly contain price adjustment mechanisms to account for market price and expense volatility.

Most of our chemicals are purchased under contracts, which may contain price adjustment mechanisms or fixed prices designed to provide greater pricing stability than open-market purchases.

the domestic market, we do face competition from foreign producers, and have experienced increased foreign competition in recent years.

The agencies will investigate the claims over the next 12 to 15 months.

If the investigations determine that trade rules were violated, then antidumping and/or countervailing duties will be imposed on imports from the countries found in violation.

We cannot provide any assurance as to the ultimate outcome of these investigations.

Richard B.

From April 1999 to June 2007, Mr. West also served as Corporate Secretary.

From 1995 through April 1999, Mr. West served in various senior financial positions with PCA and Tenneco Packaging.

Prior to joining Tenneco Packaging, Mr. West spent 20 years with International Paper Company in various financial positions.

Judith M.

Prior to PCA’s acquisition of Boise Inc., she served as Executive Vice President and Chief Operating Officer of Boise from January 2013 to October 2013.

Ms. Lassa served as Senior Vice President of Boise's paper and specialty products operations from November 2010 to December 2012.

Prior to November 2010, she served in a number of capacities with Boise Cascade Corporation, Boise Cascade, L.L.C. and Boise Inc.

Carter, 55, Senior Vice President - Containerboard Mill Operations - Mr. Carter has served as Senior Vice President - Containerboard Mill Operations since July 2013.

Information concerning legal proceedings can be found in Note [removed: 20,] [added: 19,] Commitments, Guarantees, Indemnifications, and Legal Proceedings, of the Notes to Consolidated Financial Statements in "Part II, Item 8.

| For the fiscal year ended December 31, [removed: 2014] [added: 2015] |

[removed: ][added: ]

At June 30, [removed: 2014,] [added: 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 [removed: $6,937,544,233] [added: $6,119,141,093] based upon the closing sale price as reported on the New York Stock Exchange.

On [removed: January 30, 2015,] [added: February 19, 2016,] there were [removed: 98,368,249] [added: 94,251,749] shares of Common Stock outstanding.

Specified portions of the Proxy Statement for the Registrant's [removed: 2015] [added: 2016] Annual Meeting of Stockholders are incorporated by reference to the extent indicated in Part III of this Form 10-K.

| Item 1. | [removed: [Business](#s2685D6092EA99A69987C73226F7C611E)] [added: [Business](#s50BC6B7BC7215F74AE3954EF00A7D0B7)] | [removed: [1](#s2685D6092EA99A69987C73226F7C611E)] [added: [1](#s50BC6B7BC7215F74AE3954EF00A7D0B7)] |

| | [Corporate and [removed: Other](#sDDB5C9FB5DF1831A48CF73227648E8E7)] [added: Other](#s8307F149A2FB59D1B4884A14C50A1E66)] | [removed: [7](#sDDB5C9FB5DF1831A48CF73227648E8E7)] [added: [7](#s8307F149A2FB59D1B4884A14C50A1E66)] |

| | [Environmental [removed: Matters](#s2AE9B6138807E7D256F77322769CEFE9)] [added: Matters](#s92EB8EE7530055399470C084305AF798)] | [removed: [7](#s2AE9B6138807E7D256F77322769CEFE9)] [added: [7](#s92EB8EE7530055399470C084305AF798)] |

| | [Executive Officers of the [removed: Registrant](#s0AE993FA33E332DA12A7732276BDC4F8)] [added: Registrant](#sBD2C9A92D4F0544287701E5B6D24B11B)] | [removed: [7](#s0AE993FA33E332DA12A7732276BDC4F8)] [added: [7](#sBD2C9A92D4F0544287701E5B6D24B11B)] |

| Item 1A. | [Risk [removed: Factors](#s850FD1EFAD82F78370247322771065D5)] [added: Factors](#s9069D68A044457EEBB6E737EDFBAAFCE)] | [removed: [8](#s850FD1EFAD82F78370247322771065D5)] [added: [8](#s9069D68A044457EEBB6E737EDFBAAFCE)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#sEE7699A371963FDCA583732277421D58)] [added: Comments](#s56268D8787AD5E7F95D194CF37F02B64)] | [removed: [12](#sEE7699A371963FDCA583732277421D58)] [added: [12](#s56268D8787AD5E7F95D194CF37F02B64)] |

| Item 2. | [removed: [Properties](#s9006409E01570806EDC1732274789C04)] [added: [Properties](#sF25907D1C41457229D7574C6767E25EE)] | [removed: [12](#s9006409E01570806EDC1732274789C04)] [added: [12](#sF25907D1C41457229D7574C6767E25EE)] |

| Item 3. | [Legal [removed: Proceedings](#s608CB680A4BA1FAC3520732277969DC3)] [added: Proceedings](#s0181C6A325AC5ED3A00C3414C9841509)] | [removed: [12](#s608CB680A4BA1FAC3520732277969DC3)] [added: [12](#s0181C6A325AC5ED3A00C3414C9841509)] |

| Item 4. | [Mine Safety [removed: Disclosure](#sE99A2B4726BBAB849361732277B74831)] [added: Disclosure](#sE120EE4E3BBE543C8E1A8945407D1B7A)] | [removed: [12](#sE99A2B4726BBAB849361732277B74831)] [added: [12](#sE120EE4E3BBE543C8E1A8945407D1B7A)] |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s52CDDB99252E615843E67322707B9EF0)] [added: Securities](#sFBDBE09C3D1052818DB032B7AEA516F9)] | [removed: [13](#s52CDDB99252E615843E67322707B9EF0)] [added: [13](#sFBDBE09C3D1052818DB032B7AEA516F9)] |

| Item 6. | [Selected Financial [removed: Data](#sC9DE721D4F9EEA09B5F873226F2E1DCC)] [added: Data](#s071A8A60F54B557DB357C88F734DCE67)] | [removed: [16](#sC9DE721D4F9EEA09B5F873226F2E1DCC)] [added: [16](#s071A8A60F54B557DB357C88F734DCE67)] |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s07A6356BD6022CD82CC27322785EAAEC)] [added: Operations](#sE7C46D6D7B8C5DBB9304CB738FF710EB)] | [removed: [17](#s07A6356BD6022CD82CC27322785EAAEC)] [added: [17](#sE7C46D6D7B8C5DBB9304CB738FF710EB)] |

| | [Executive [removed: Summary](#sC9049B6061F7ED660EA773226FC9E550)] [added: Summary](#s017150A3680D52D5A21E5537B11B73A4)] | [removed: [17](#sC9049B6061F7ED660EA773226FC9E550)] [added: [17](#s017150A3680D52D5A21E5537B11B73A4)] |

| | [Results of [removed: Operations](#s90157B00FEB87326E44C73226ED6AEE9)] [added: Operations](#s63A68E7D4D83578CB2D5528E685E4443)] | [removed: [20](#s90157B00FEB87326E44C73226ED6AEE9)] [added: [19](#s63A68E7D4D83578CB2D5528E685E4443)] |

| | [Industry and Business [removed: Conditions](#s8181c4e7560540a780e55259e6c01aff)] [added: Conditions](#sB5FC885A11435C56B58137013BE3B4DD)] | [removed: [18](#s8181c4e7560540a780e55259e6c01aff)] [added: [18](#sB5FC885A11435C56B58137013BE3B4DD)] |

| | [Liquidity and Capital [removed: Resources](#s18B17A3005B89EA3C6A773226EF025E6)] [added: Resources](#s47B2BC2124CF5347BDEB65714E5267BD)] | [removed: [24](#s18B17A3005B89EA3C6A773226EF025E6)] [added: [23](#s47B2BC2124CF5347BDEB65714E5267BD)] |

| | [Off-Balance-Sheet [removed: Arrangements](#s6BE3204F7F1B177B420173227958093A)] [added: Arrangements](#sF171776241435BD3A6D1A5DBE13F51F0)] | [removed: [28](#s6BE3204F7F1B177B420173227958093A)] [added: [28](#sF171776241435BD3A6D1A5DBE13F51F0)] |

| | [Inflation and Other General Cost [removed: Increases](#s664a6661b4f44906a46635a14a05dadf)] [added: Increases](#s44208B4D0BE65CC58570E1EB22F0371C)] | [removed: [28](#s664a6661b4f44906a46635a14a05dadf)] [added: [28](#s44208B4D0BE65CC58570E1EB22F0371C)] |

| | [Environmental [removed: Matters](#s3BFCC14A96809068D4627322798AC42B)] [added: Matters](#s2BD58116E0D35EFDB73C6C7A41C1C9CD)] | [removed: [29](#s3BFCC14A96809068D4627322798AC42B)] [added: [29](#s2BD58116E0D35EFDB73C6C7A41C1C9CD)] |

| | [Critical Accounting Policies and [removed: Estimates](#s0B8FF21674372546359E732279AB4FC4)] [added: Estimates](#sC166D98050545D4BB6C2ED9948A3F5EA)] | [removed: [30](#s0B8FF21674372546359E732279AB4FC4)] [added: [30](#sC166D98050545D4BB6C2ED9948A3F5EA)] |

| | [New and Recently Adopted Accounting [removed: Standards](#s662B14E94064C7848BF2732279DD893F)] [added: Standards](#sF0648487A1C9583981714F9AB78AB81B)] | [removed: [33](#s662B14E94064C7848BF2732279DD893F)] [added: [33](#sF0648487A1C9583981714F9AB78AB81B)] |

| | [Reconciliations of Non-GAAP Financial Measures to Reported [removed: Amounts](#s4CD1D79E5298E8312C98732279FEDFC0)] [added: Amounts](#sDA5F3755107450C185355E62F5786DD7)] | [removed: [34](#s4CD1D79E5298E8312C98732279FEDFC0)] [added: [34](#sDA5F3755107450C185355E62F5786DD7)] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sB5BD97AB3E041ADA6AC373227A3018AC)] [added: Risk](#s4F2C49C2A01F5A0D81EF30060ED57F15)] | [removed: [36](#sB5BD97AB3E041ADA6AC373227A3018AC)] [added: [36](#s4F2C49C2A01F5A0D81EF30060ED57F15)] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#s6D833C69B2B06064C52873227A5262F1)] [added: Data](#s97E3F494085D5CFE8B6293E0C4EEA1A1)] | [removed: [37](#s6D833C69B2B06064C52873227A5262F1)] [added: [37](#s97E3F494085D5CFE8B6293E0C4EEA1A1)] |

| Item 9. | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s023C35CC1912844DF4B77322808375F8)] [added: Disclosure](#s6608A51E69E55425B9DF0E2607A3A249)] | [removed: [81](#s023C35CC1912844DF4B77322808375F8)] [added: [79](#s6608A51E69E55425B9DF0E2607A3A249)] |

| Item 9A. | [Controls and [removed: Procedures](#sC530464E908D1753211F732280B37262)] [added: Procedures](#s9725BC88BD1C5133B193656B4B01B528)] | [removed: [81](#sC530464E908D1753211F732280B37262)] [added: [79](#s9725BC88BD1C5133B193656B4B01B528)] |

| Item 9B. | [Other [removed: Information](#sE9686F4E1C8501362F04732280D4B006)] [added: Information](#sC481DE4DC5AB5A698183DD9074F5B869)] | [removed: [82](#sE9686F4E1C8501362F04732280D4B006)] [added: [80](#sC481DE4DC5AB5A698183DD9074F5B869)] |

| Item 10. | [Directors, Executive Officers, and Corporate [removed: Governance](#sAF5A6A7342702C57A975732281288DD5)] [added: Governance](#s86B9008F53EF572B8973965D6C9A1696)] | [removed: [83](#sAF5A6A7342702C57A975732281288DD5)] [added: [81](#s86B9008F53EF572B8973965D6C9A1696)] |

| Item 11. | [Executive [removed: Compensation](#sD74819FAA9F7438EA1E57322815A8A74)] [added: Compensation](#s95157783E33F5DB3B8DD34F8681793FD)] | [removed: [83](#sD74819FAA9F7438EA1E57322815A8A74)] [added: [81](#s95157783E33F5DB3B8DD34F8681793FD)] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s98F4D4907708E1C07FF17322817B5B13)] [added: Matters](#s973B43F484E15A7286D9D917A10B5D6D)] | [removed: [83](#s98F4D4907708E1C07FF17322817B5B13)] [added: [81](#s973B43F484E15A7286D9D917A10B5D6D)] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s343A38746F4823D3364B732281AD47B3)] [added: Independence](#s05CE5E522BF259F7B0BC57887969F503)] | [removed: [84](#s343A38746F4823D3364B732281AD47B3)] [added: [82](#s05CE5E522BF259F7B0BC57887969F503)] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#sDAF0C1D7CF9294BA651A732281CEF067)] [added: Services](#s56B82E1896985FDABE20F632994AE208)] | [removed: [84](#sDAF0C1D7CF9294BA651A732281CEF067)] [added: [82](#s56B82E1896985FDABE20F632994AE208)] |

| Item 15. | [Exhibits, Financial Statement [removed: Schedules](#sD3A9417F93E7AD09D8CF73226A04362F)] [added: Schedules](#sD86D745F37BA5E4E9F91CC90CFC16D17)] | [removed: [85](#sD3A9417F93E7AD09D8CF73226A04362F)] [added: [83](#sD86D745F37BA5E4E9F91CC90CFC16D17)] |

10-K 1 pkg1231201510k.htm FORM 10-K

| | [Packaging](#s112FBDAF4C8558B880609353AB6C7954) | [2](#s112FBDAF4C8558B880609353AB6C7954) |

| | [Paper](#s8B593E42BC505D17865F772AB8707AA4) | [5](#s8B593E42BC505D17865F772AB8707AA4) |

| | [Employees](#s368BB15D49135E99BD2E67ABB8257BBD) | [7](#s368BB15D49135E99BD2E67ABB8257BBD) |

| | [Overview](#sD0227548DB545CB6BFA205F254F4300C) | [17](#sD0227548DB545CB6BFA205F254F4300C) |

| | [Outlook](#s346BB64B40A85E78A798FA0B59320D41) | [19](#s346BB64B40A85E78A798FA0B59320D41) |

| | [Commitments](#s696C9559675B5D45913C052C64BB44BA) | [27](#s696C9559675B5D45913C052C64BB44BA) |

| | [Signatures](#s6DC311A291E65B19A0E1E55E19D203AE) | [87](#s6DC311A291E65B19A0E1E55E19D203AE) |

10-K 1 pkg1231201410k.htm FORM 10-K

| | [Packaging](#sB668A59FF73ED117B12F732275F557AA) | [2](#sB668A59FF73ED117B12F732275F557AA) |

| | [Paper](#sD9074280C8390A37BE8873227616B877) | [5](#sD9074280C8390A37BE8873227616B877) |

| | [Employees](#sD154736C3ED9E7B9A3037322766A1F07) | [7](#sD154736C3ED9E7B9A3037322766A1F07) |

| | [Overview](#s69663945532F2BA91310732278908C99) | [17](#s69663945532F2BA91310732278908C99) |

| | [Outlook](#se929e431c84449f29cc7a632f650c6ff) | [19](#se929e431c84449f29cc7a632f650c6ff) |

| | [Commitments](#sAD5462AF31A0B3DD859973227936A109) | [27](#sAD5462AF31A0B3DD859973227936A109) |

| | [Signatures](#s108ECB45F1BC84742030732282552AF8) | [89](#s108ECB45F1BC84742030732282552AF8) |

Additionally, we have [removed: 99] [added: 93] corrugated manufacturing operations, of which the buildings and land for [removed: 53] [added: 50] are owned, including [removed: 45] [added: 42] combining operations, or corrugated plants, one corrugated sheet-only manufacturer, and seven sheet plants.

For [removed: 20] [added: 17] corrugated plants and 26 sheet plants the buildings and land are leased.

We lease the cutting rights to approximately [removed: 88,000] [added: 83,000] acres of timberland located near our Valdosta mill [removed: (77,000] [added: (76,000] acres) and our Counce mill [removed: (11,000] [added: (7,000] acres).

On average, these cutting rights agreements have terms with approximately [removed: 14] [added: 13] years remaining.

The headquarter facilities are leased for the next [removed: seven] [added: six] years with provisions for two additional five year lease extensions.

| March 31 | $ | [removed: 75.10] [added: 84.88] | | | $ | [removed: 61.35] [added: 73.03] | | | $ | [removed: 0.40] [added: 0.55] | | | $ | [removed: 44.93] [added: 75.10] | | | $ | [removed: 37.86] [added: 61.35] | | | $ | [removed: 0.31] [added: 0.40] | |

| June 30 | [removed: 72.74] [added: 78.98] | | | | [removed: 65.00] [added: 62.48] | | | | [removed: 0.40] [added: 0.55] | | | | [removed: 50.78] [added: 72.74] | | | | [removed: 42.36] [added: 65.00] | | | | 0.40 | | |

| September 30 | [removed: 72.82] [added: 73.60] | | | | [removed: 63.11] [added: 58.29] | | | | [removed: 0.40] [added: 0.55] | | | | [removed: 61.32] [added: 72.82] | | | | [removed: 48.45] [added: 63.11] | | | | 0.40 | | |

| December 31 | [removed: 80.14] [added: 70.04] | | | | [removed: 57.06] [added: 59.54] | | | | [removed: 0.40] [added: 0.55] | | | | [removed: 64.39] [added: 80.14] | | | | [removed: 55.66] [added: 57.06] | | | | 0.40 | | |

On [removed: January 30, 2015,] [added: February 19, 2016,] there were [removed: 73] [added: 70] holders of record of our common stock.

The first quarterly dividend of $0.55 per share [removed: will be] [added: was] paid on April 15, 2015 to shareholders of record as of March 13, 2015.

On [removed: December 14, 2011,] [added: July 21, 2015,] PCA announced that its Board of Directors [removed: had] authorized the repurchase of an additional [removed: $150.0] [added: $150] million of [removed: its] [added: the company’s outstanding] common stock.

In 2013, the Company repurchased 171,263 shares of common stock for $7.8 [removed: million, or an average price of $45.54 per share.][added: million.]

As of December 31, [removed: 2014, $98.1] [added: 2015, $93.4] million of the [removed: $150.0 million authorization] [added: authorized amount] remained available for repurchase of the Company’s common stock.

All shares repurchased [removed: under this authorization] have been retired.

[removed: The] [added: Pursuant to its equity incentive plan, the] Company withholds shares from vesting employee equity awards to cover employee tax liabilities.

Total shares withheld in 2014 were 183,170 [removed: at an average price of $71.94, or] [added: for] $13.2 million.

Total shares withheld in 2013 were 223,995 [removed: at an average price of $48.91, or] [added: for] $11.0 million.

The following table presents information related to our repurchases of common stock made under [removed: our plan announced on December 14, 2011,] [added: 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, [removed: 2014:][added: 2015:]

| 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 [added: (in millions)] | | |

| (a) | [removed: 14,706] [added: 20,060] shares were withheld from employees to cover income and payroll taxes on equity awards that vested during the period. |

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 [removed: three] [added: two] publicly-traded companies, which are International Paper [removed: Company,] [added: Company and] Kapstone Paper and Packaging [removed: Corporation, and Rock-Tenn Company.][added: 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, [removed: 2009,] [added: 2010,] through December 31, [removed: 2014.][added: 2015.]

[removed: ][added: ]

| | [removed: 2009 | | | |] 2010 | | | | 2011 | | | | 2012 | | | | 2013 | | | | 2014 | | | [added: | 2015 | | |]

| | 2015 | | | | | | | | | | | | 2014 | | | | | | | | | | |

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.

Total shares withheld in 2015 were 129,983 for $8.7 million.

Shares withheld are included in the number of shares repurchased in the table below.

| 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 | |

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.

| 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 | | |

| | 2014 | | | | | | | | | | | | 2013 | | | | | | | | | | |

All shares repurchased under this authorization were retired prior to the end of 2013.

| October 1-31, 2014 | | — | | | $ | — | | | — | | | $ | 98,086 | |

| November 1-30, 2014 | | — | | | — | | | | — | | | 98,086 | | |

| December 1-31, 2014 | | 14,706 | | | 76.55 | | | | — | | | 98,086 | | |

| Total | | 14,706 | | (a) | $ | 76.55 | | | — | | | $ | 98,086 | |

| Packaging Corporation of America | $ | 100.00 | | | $ | 115.11 | | | $ | 115.88 | | | $ | 182.34 | | | $ | 308.86 | | | $ | 389.45 | |

| S&P 500 | 100.00 | | | | 115.06 | | | | 117.49 | | | | 136.30 | | | | 180.44 | | | | 205.14 | | |

| S&P Midcap 400 | 100.00 | | | | 126.64 | | | | 124.45 | | | | 146.69 | | | | 195.84 | | | | 214.97 | | |

| Peer Group | 100.00 | | | | 105.80 | | | | 117.87 | | | | 160.44 | | | | 220.35 | | | | 251.79 | | |

| | [removed: 2014] [added: 2015] (a) | | | | [removed: 2013] [added: 2014] (a) | | | | [removed: 2012] [added: 2013 (a)] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

| Net Sales | $ | [removed: 5,852.6] [added: 5,741.7] | | | $ | [removed: 3,665.3] [added: 5,852.6] | | | $ | [removed: 2,843.9] [added: 3,665.3] | | | $ | [removed: 2,620.1] [added: 2,843.9] | | | $ | [removed: 2,435.6] [added: 2,620.1] | |

| Net Income | [removed: 392.6] [added: 436.8] | | | | [removed: 441.3] [added: 392.6] | | | | [removed: 160.2] [added: 441.3] | | | | [removed: 158.8] [added: 160.2] | | | | [removed: 210.0] [added: 158.8] | | |

| — basic | [removed: 3.99] [added: 4.47] | | | | [removed: 4.57] [added: 3.99] | | | | [removed: 1.66] [added: 4.57] | | | | [removed: 1.60] [added: 1.66] | | | | [removed: 2.07] [added: 1.60] | | |

| — diluted | [removed: 3.99] [added: 4.47] | | | | [removed: 4.52] [added: 3.99] | | | | [removed: 1.64] [added: 4.52] | | | | [removed: 1.58] [added: 1.64] | | | | [removed: 2.05] [added: 1.58] | | |

| — basic | [removed: 97.0] [added: 96.6] | | | | [removed: 96.6] [added: 97.0] | | | | [removed: 96.4] [added: 96.6] | | | | [removed: 99.3] [added: 96.4] | | | | [removed: 101.7] [added: 99.3] | | |

| — diluted | [removed: 97.1] [added: 96.7] | | | | [removed: 97.5] [added: 97.1] | | | | 97.5 | | | | [removed: 100.4] [added: 97.5] | | | | [removed: 102.6] [added: 100.4] | | |

| Earnings, before interest, taxes, depreciation, and amortization (EBITDA) (c) | $ | [removed: 1,083.7] [added: 1,106.5] | | | $ | [removed: 683.7] [added: 1,083.7] | | | $ | [removed: 608.4] [added: 683.7] | | | $ | [removed: 437.6] [added: 608.3] | | | $ | [removed: 349.2] [added: 437.6] | |

| Cash dividends declared per common share | [removed: 1.60] [added: 2.20] | | | | [removed: 1.51] [added: 1.60] | | | | [removed: 1.00] [added: 1.51] | | | | [removed: 0.80] [added: 1.00] | | | | [removed: 0.60] [added: 0.80] | | |

| Total debt obligations | [removed: 2,379.3] [added: 2,332.0] | | | | [removed: 2,572.7] [added: 2,379.3] | | | | [removed: 819.5] [added: 2,572.7] | | | | [removed: 830.3] [added: 819.5] | | | | [removed: 680.6] [added: 830.3] | | |

| Stockholders' equity | [removed: 1,521.4] [added: 1,633.3] | | | | [removed: 1,356.8] [added: 1,521.4] | | | | [removed: 1,008.2] [added: 1,356.8] | | | | [removed: 971.2] [added: 1,008.2] | | | | [removed: 1,050.6] [added: 971.2] | | |

| Total assets | $ | 5,284.6 | | | $ | 5,272.8 | | | $ | 5,196.2 | | | $ | 2,494.9 | | | $ | 2,442.9 | |

| (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.

| Total assets | $ | 5,348.5 | | | $ | 5,243.8 | | | $ | 2,494.9 | | | $ | 2,454.8 | | | $ | 2,267.5 | |

| (b) | 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. For more information, see Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of this Form 10-K. |

| [Reports of Independent Registered Public Accounting [removed: Firms](#s1248A697B34D10EF7D1973227AA5822A)] [added: Firms](#sB1A6A637F94C5E848BD96B09C44E5868)] | [removed: [38](#s1248A697B34D10EF7D1973227AA5822A)] [added: [38](#sB1A6A637F94C5E848BD96B09C44E5868)] |

| [Consolidated Statements of Income and Comprehensive Income for the years ended December 31, [added: 201](#sD44D25DC11595D10871256112D59C670)5,] 2014, [removed: 2013,] and [removed: 2012](#s4D4BFBF14EE19CB5A4AC732266E26568)] [added: 2013] | [removed: [41](#s4D4BFBF14EE19CB5A4AC732266E26568)] [added: [41](#sD44D25DC11595D10871256112D59C670)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 201](#sAF6BF4ABDC4750AFA1502896D2C3BB0C)5] and [removed: 2013](#sFDCF513927E693A907AA732266F7BB84)] [added: 2014] | [removed: [42](#sFDCF513927E693A907AA732266F7BB84)] [added: [42](#sAF6BF4ABDC4750AFA1502896D2C3BB0C)] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 201](#s1BFCEF3BDB1C527687B216F885991E8F)5,] 2014, [removed: 2013,] and [removed: 2012](#s82CCF44DA4ADB8A8300C732267088959)] [added: 2013] | [removed: [43](#s82CCF44DA4ADB8A8300C732267088959)] [added: [43](#s1BFCEF3BDB1C527687B216F885991E8F)] |

| [Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, [added: 201](#sC231AE3DAA565421A9EAFAAABB56EA87)5,] 2014, [removed: 2013,] and [removed: 2012](#s333691037A551BC525487322671F61C6)] [added: 2013] | [removed: [44](#s333691037A551BC525487322671F61C6)] [added: [44](#sC231AE3DAA565421A9EAFAAABB56EA87)] |

| [Notes to Consolidated Financial [removed: Statements](#sC32EECB4484CB49A14B273227BF6AD10)] [added: Statements](#s75E15705FDA953928924F5A6C4857D97)] | [removed: [45](#sC32EECB4484CB49A14B273227BF6AD10)] [added: [45](#s75E15705FDA953928924F5A6C4857D97)] |

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Packaging Corporation of America and subsidiaries as of December 31, [added: 2015 and] 2014, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for [added: each of] the [removed: year] [added: years in the two‑year period] ended December 31, [removed: 2014.][added: 2015.]

In connection with our [removed: audit] [added: audits] of the consolidated financial statements, we also have audited financial statement Schedule II - Valuation and Qualifying accounts.

Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our [removed: audit.][added: audits.]

We believe that our [removed: audit provides] [added: 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, [added: 2015 and] 2014, and the results of their operations and their cash flows for [added: each of] the [removed: year] [added: years in the two‑year period] ended December 31, [removed: 2014,] [added: 2015,] in conformity with U.S. generally accepted accounting principles.

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, [removed: 2014,] [added: 2015,] based on [removed: the] 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 [removed: 27, 2015] [added: 26, 2016] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited Packaging Corporation of America’s internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, Packaging Corporation of America maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 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 [removed: sheet] [added: sheets] of Packaging Corporation of America and subsidiaries as of December 31, [added: 2015 and] 2014, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for [added: each of] the [removed: year] [added: years in the two-year period] ended December 31, [removed: 2014,] [added: 2015,] and our report dated February [removed: 27, 2015] [added: 26, 2016] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated [removed: balance sheets of Packaging Corporation of America (the "Company") as of December 31, 2013, and the related consolidated] statements of income and comprehensive income, changes in stockholders' equity, and cash flows [removed: for each] of [removed: the two years in] [added: Packaging Corporation of America (the “Company”) for] the [removed: period] [added: year] ended December 31, 2013.

Our [removed: audits] [added: audit] also included the [added: information relating to the year ended December 31, 2013 in the] financial statement schedule listed in the index at Item 15(a).

We did not audit the consolidated financial statements of Boise Inc., a wholly-owned subsidiary, which statements reflect total [removed: assets constituting 52% in 2013 and total] revenues and net income constituting 12% and 14%, respectively in 2013 of the related consolidated totals.

We believe that our [removed: audits] [added: audit] and the report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our [removed: audits] [added: audit] and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated [removed: financial position of Packaging Corporation of America at December 31, 2013, and the consolidated] results of [removed: its] operations and [removed: its] cash flows [added: of Packaging Corporation of America] for the [removed: two years then] [added: year] ended [added: December 31, 2013] in conformity with U.S. generally accepted accounting principles.

| | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Net sales | $ | [removed: 5,852.6] [added: 5,741.7] | | | $ | [removed: 3,665.3] [added: 5,852.6] | | | $ | [removed: 2,843.9] [added: 3,665.3] | |

| Cost of sales | [removed: (4,623.1] [added: (4,533.7] | | ) | | [removed: (2,797.8] [added: (4,623.1] | | ) | | [removed: (2,209.2] [added: (2,797.8] | | ) |

| Gross profit | [removed: 1,229.5] [added: 1,208.0] | | | | [removed: 867.5] [added: 1,229.5] | | | | [removed: 634.7] [added: 867.5] | | |

| Selling, general, and administrative expenses | [removed: (469.5] [added: (451.3] | | ) | | [removed: (326.6] [added: (469.5] | | ) | | [removed: (280.8] [added: (326.6] | | ) |

| Alternative energy tax credits | — | | | | — | | | | [removed: 95.5] [added: 76.3] | | |

| Other expense, net | [removed: (57.3] [added: (6.7] | | ) | | [removed: (59.0] [added: (57.3] | | ) | | [removed: (11.8] [added: (59.0] | | ) |

| Income from operations | [removed: 702.7] [added: 750.0] | | | | [removed: 481.9] [added: 702.7] | | | | [removed: 437.6] [added: 481.9] | | |

| Interest expense, net | [removed: (88.4] [added: (85.5] | | ) | | [removed: (58.3] [added: (88.4] | | ) | | [removed: (62.9] [added: (58.3] | | ) |

| Income before taxes | [removed: 614.3] [added: 664.5] | | | | [removed: 423.6] [added: 614.3] | | | | [removed: 374.7] [added: 423.6] | | |

| (Provision) benefit for income taxes | [removed: (221.7] [added: (227.7] | | ) | | [removed: 17.7] [added: (221.7] | | [added: )] | | [removed: (214.5] [added: 17.7] | | [removed: )] |

| Net income | $ | [removed: 392.6] [added: 436.8] | | | $ | [removed: 441.3] [added: 392.6] | | | $ | [removed: 160.2] [added: 441.3] | |

| Basic | $ | [removed: 3.99] [added: 4.47] | | | $ | [removed: 4.57] [added: 3.99] | | | $ | [removed: 1.66] [added: 4.57] | |

| Diluted | $ | [removed: 3.99] [added: 4.47] | | | $ | [removed: 4.52] [added: 3.99] | | | $ | [removed: 1.64] [added: 4.52] | |

| Dividends declared per common share | $ | [removed: 1.60] [added: 2.20] | | | $ | [removed: 1.51] [added: 1.60] | | | $ | [removed: 1.00] [added: 1.51] | |

| Foreign currency translation adjustment | [removed: (2.6] [added: 2.7] | | [removed: )] | | [removed: (0.1] [added: (2.6] | | ) | | [removed: —] [added: (0.1] | | [added: )] |

| Reclassification adjustments to cash flow hedges included in net income, net of tax of $2.2 million, $2.2 million, and [removed: $1.2] [added: $2.2] million for [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] respectively | 3.5 | | | | 3.5 | | | | [removed: 1.8] [added: 3.5] | | |

| Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of [removed: $2.8] [added: $5.6] million, [removed: $8.5] [added: $2.8] million, and [removed: $4.3] [added: $8.5] million for [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] respectively | [removed: 4.2] [added: 8.8] | | | | [removed: 13.4] [added: 4.2] | | | | [removed: 6.7] [added: 13.4] | | |

| Changes in unfunded employee benefit obligations, net of tax of [removed: $59.2] [added: $8.9] million, [removed: $20.4] [added: $59.2] million, and [removed: $9.3] [added: $20.4] million for [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] respectively | [removed: (94.0] [added: 14.0] | | [removed: )] | | [removed: 32.2] [added: (94.0] | | [added: )] | | [removed: (14.5] [added: 32.2] | | [removed: )] |

| Other comprehensive income (loss) | [removed: (88.9] [added: 29.0] | | [removed: )] | | [removed: 49.0] [added: (88.9] | | [added: )] | | [removed: (16.2] [added: 49.0] | | [removed: )] |

February 26, 2016

February 26, 2016

| Net income | $ | 436.8 | | | $ | 392.6 | | | $ | 441.3 | |

| | 2015 | | | | 2014 | | |

| Total assets | $ | 5,284.6 | | | $ | 5,272.8 | |

| Net income | $ | 436.8 | | | $ | 392.6 | | | $ | 441.3 | |

| Proceeds from sale of a business | 23.0 | | | | — | | | | — | | |

| Common stock repurchases and retirements | (2,326 | ) | | — | | | | — | | | — | | | | (15.6 | | ) | | (139.1 | | ) | | — | | | | (154.7 | | ) |

| Common stock withheld and retired to cover taxes on vested stock awards | (131 | ) | | — | | | | — | | | — | | | | (0.8 | | ) | | (7.9 | | ) | | — | | | | (8.7 | | ) |

| Comprehensive income | — | | | — | | | | — | | | — | | | | — | | | | 436.8 | | | | 29.0 | | | | 465.8 | | |

| Balance at December 31, 2015 | 96,129 | | | $ | 1.0 | | | — | | | $ | — | | | $ | 439.9 | | | $ | 1,317.3 | | | $ | (124.9 | ) | | $ | 1,633.3 | |

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.

Related to the adoption of this guidance, we reclassified $75.7 million from current assets to long term liabilities on our December 31, 2014 Consolidated Balance Sheet to conform with the current period presentation.

The timing of revenue recognition is dependent on transfer of title which is normally either on exit from our plants (i.e., shipping point) or on arrival at customer’s location (i.e., destination point).

instrument.

We value our raw materials, work in process, and finished goods inventories using lower of cost, as determined by the average cost method, or market.

| | 2015 | | | | 2014 | | |

| | 2015 | | | | 2014 | | |

| Buildings | 640.9 | | | | 654.6 | | |

Capitalized long-term lease costs for our cutting rights and fiber farms,

In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-17 (Topic 740): Balance Sheet Classification of Deferred Taxes.

The new guidance conforms U.S. Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS) and eliminates the requirement to classify deferred taxes between current and noncurrent.

The ASU requires all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet.

We early adopted this guidance as of December 31, 2015.

Related to the adoption of this guidance, we reclassified $75.7 million from current assets to long term liabilities on our December 31, 2014 Consolidated Balance Sheet to conform with the current period presentation.

In July 2015, the FASB issued ASU 2015-11 (Topic 330): Simplifying the Measurement of Inventory, as part of its simplification initiative.

Under the ASU, inventory is measured at the "lower of cost and net realizable value," which eliminates the other two options that currently exist for "market," including replacement cost and net realizable value less an approximately normal profit margin.

No other changes were made to the current guidance on inventory measurement.

The ASU is effective January 1, 2017, and we we do not expect the adoption of this update to have a material effect on our financial position or results of operations.

In May 2015, the FASB issued ASU 2015-07 (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient.

Further, the guidance removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient.

This ASU is effective for annual and interim periods beginning after December 15, 2015, and requires the new guidance be applied retrospectively to all prior periods presented.

In April 2015, the FASB issued ASU 2015-03 (Topic 835): Simplifying the Presentation of Debt Issuance Costs.

This ASU conforms the presentation of debt issuance costs with that required for debt discounts under U.S. GAAP.

Under the ASU, debt issuance costs are presented in the balance sheet as a direct deduction from the related debt liability rather than as an asset.

The guidance is effective for annual and interim reporting periods beginning after December 15, 2015, and requires the new guidance be applied retrospectively to all prior periods presented.

In February 2015, the FASB issued ASU 2015-02 (Topic 810): Amendments to the Consolidation Analysis.

This ASU makes targeted amendments to the current consolidation guidance and affects both the variable interest entity and voting interest entity consolidation models.

In August 2015, the FASB issued ASU 2015-14: Revenue From Contracts with Customers (Topic 606): Deferral of the Effective Date.

As discussed in Note 2 to the consolidated financial statements, the Company has elected to change its method of accounting for certain inventories in 2014.

February 27, 2015

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for inventory in 2014.

February 28, 2014 except for Note 2, as to which the date is May 9, 2014

| | | | | | | | | | | | |

| Fair value adjustments to cash flow hedges, net of tax of $6.5 million for 2012 | — | | | | — | | | | (10.2 | | ) |

| Total assets | $ | 5,348.5 | | | $ | 5,243.8 | |

| Deferred income taxes | 409.9 | | | | 434.8 | | |

| Alternative energy tax credits | — | | | | 76.3 | | | | (76.3 | | ) |

| Loss on early extinguishment of debt | — | | | | — | | | | 21.3 | | |

| Treasury grant proceeds | — | | | | — | | | | 57.4 | | |

| Settlement of treasury lock | — | | | | — | | | | (65.5 | | ) |

| Balance at January 1, 2012 | 98,325 | | | $ | 1.0 | | | (2 | ) | | $ | — | | | $ | 351.8 | | | $ | 716.3 | | | $ | (97.8 | ) | | $ | 971.3 | |

| Common stock repurchases and retirements | (1,510 | ) | | — | | | | 2 | | | — | | | | (9.3 | | ) | | (35.9 | | ) | | — | | | | (45.2 | | ) |

| Exercise of stock options | 945 | | | — | | | | — | | | — | | | | 22.3 | | | | — | | | | — | | | | 22.3 | | |

| Comprehensive income | — | | | — | | | | — | | | — | | | | — | | | | 160.2 | | | | (16.2 | | ) | | 144.0 | | |

| Other | — | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | — | | |

Effective January 1, 2014, the Company elected to change its method of accounting for certain 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.

We applied this change in method of inventory costing retrospectively to all prior periods presented in accordance with U.S. generally accepted accounting principles relating to accounting changes.

For more information about our inventory valuation, see Note 2, Summary of Significant Accounting Policies.

Prior to 2014, with the exception of inventories acquired since 2004, our raw materials, work in process, and finished goods inventories were valued using the last-in, first-out (LIFO) cost method.

Had the Company not made this change in accounting method, "Net income" for the year ended December 31, 2014, would have been $1.6 million higher than reported in the Consolidated Statements of Income and "Inventories" at December 31, 2014, would have been $69.2 million lower than reported in the Consolidated Balance Sheets.

We believe the change is preferable as the average cost method better reflects the current value of inventory on the consolidated balance sheets, more closely aligns with how we manage inventory, and conforms the inventory costing methods to be more consistent within the Company.

As a result of the retrospective change in accounting principle, opening retained earnings as of January 1, 2012, increased $42.3 million.

For additional information and detail of certain components of our financial statements affected by the change in valuation methodology as originally reported under the LIFO method and as adjusted for the change to the average cost method, see Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Part II, Item 8.

Financial Statements and Supplementary Data" of our Current Report on Form 8-K filed on May 9, 2014.

| Buildings | 659.9 | | | | 628.9 | | |

| | Period of the lease or |

The increase in depreciation expense relates primarily to the acquisition of Boise in fourth quarter 2013, as well as accelerated depreciation.

Unamortized

In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements (Topic 205): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.

This ASU provides guidance that will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances.

Early adoption is permitted.

The amendments in this ASU will become effective for us in 2017, and early adoption is prohibited.

Entities

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

This ASU defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.

The standard also requires additional disclosures about discontinued operations.

In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date.

This ASU requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (a) the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and (b) any additional amount the reporting entity expects to pay on behalf of its co-obligors.

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, [removed: 2014.][added: 2015.]

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, [removed: 2014.][added: 2015.]

During the quarter ended December 31, [removed: 2014,] [added: 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.

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, [removed: 2014,] [added: 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, [removed: 2014,] [added: 2015,] based on the specified criteria.

None.

Because this Annual Report on Form 10-K is being filed within four business days after the applicable triggering event, the following disclosure is being made under "Part II, Item 9B.

Other Information" of this Annual Report on Form 10-K instead of under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers) of Form 8-K.

On February 26, 2015, PCA amended and restated its June 24, 2013, agreement with Paul T.

Stecko, chairman of its board of directors.

Under the amended and restated agreement, PCA’s board may determine to pay additional fees to Mr. Stecko for services provided under the agreement that were not contemplated at the time the original agreement was executed.

On February 26, 2015, the board determined to pay Mr. Stecko an additional $1.6 million of fees for 2014, primarily for services related to PCA’s integration of its acquisition of Boise Inc. The amended and restated agreement is filed herewith as Exhibit 10.12 and incorporated by reference herein.

The following information required by this Item 10 will be included in PCA’s Proxy Statement for the [removed: 2014] [added: 2016] Annual Meeting of Stockholders and is incorporated by reference herein:

| • | 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 [removed: 2015] [added: 2017] Annual Meeting" |

Authorization of Securities under Equity Compensation Plans — Securities authorized for issuance under our equity compensation plans at December 31, [removed: 2014] [added: 2015] are as follows:

| Equity compensation plans approved by securityholders | — | | | $ | — | | | [removed: 1,856,238] [added: 1,551,452] | |

| (a) | Does not include [removed: 1,311,788] [added: 1,183,469] shares of unvested restricted stock and performance units granted pursuant to our Amended and Restated 1999 Long-Term Equity Incentive Plan. |

| Total | — | | | $ | — | | | 1,551,452 | |

| Total | — | | | $ | — | | | 1,856,238 | |

The following consolidated financial statement schedule of PCA for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012] [added: 2013] is included in this report.

| Year ended December 31, [removed: 2012:] [added: 2015:] | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | $ | [removed: 1.9] [added: 4.9] | | | $ | — | | | $ | [removed: 1.0] [added: 0.9] | | | $ | [removed: (1.0] [added: (1.9] | ) | (a) | $ | [removed: 1.9] [added: 3.9] | |

| Reserve for customer deductions | [removed: 3.1] [added: 6.4] | | | | — | | | | [removed: 31.0] [added: 46.2] | | | | [removed: (30.7] [added: (46.2] | | ) | (b) | [removed: 3.4] [added: 6.4] | | |

| 10.4 | | Form of [added: Restricted] Stock [removed: Option] [added: Award] Agreement for employees [added: and non-employee directors] under the Amended and Restated 1999 Long-term Equity Incentive Plan. (Incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.3] to PCA’s Current Report on Form 8-K, [removed: dated] [added: filed] March 14, 2006, File No. 1-15399.)* |

| [removed: 10.6] [added: 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.)* |

| [removed: 10.7] [added: 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.)* |

| [removed: 10.8] [added: 10.11] | | [added: Second Amendment of] Packaging Corporation of America [removed: Amended and Restated] [added: Supplemental] Executive [removed: Incentive Compensation] [added: Retirement] Plan, effective as of February 28, [removed: 2007.] [added: 2013.] (Incorporated herein by reference to Exhibit [removed: 10.32] [added: 10.22] to PCA’s Annual Report on Form 10-K for the year ended December 31, [removed: 2006,] [added: 2012,] File No. 1-15399.)* |

| [removed: 10.9] [added: 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.)* |

| [removed: 10.10] [added: 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.)* |

| [removed: 10.11] [added: 10.9] | | PCA [added: Amended and Restated] Performance Incentive Plan, effective as of May [removed: 11, 2010.] [added: 12, 2015.] (Incorporated herein by reference to Appendix A to PCA’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on March [removed: 30, 2010,] [added: 27, 2015,] File No. 1-15399.)* |

| [removed: 10.12] [added: 10.10] | | Amended and Restated Agreement, dated February 26, 2015, between Packaging Corporation of America and Paul T. [removed: Stecko.†] [added: 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).] |

| [removed: 10.13] [added: 10.12] | | [removed: Second] [added: Third] Amendment of Packaging Corporation of America Supplemental Executive Retirement Plan, effective as of February 28, 2013. (Incorporated herein by reference to Exhibit [removed: 10.22] [added: 10.23] to PCA’s Annual Report on Form 10-K for the year ended December 31, 2012, File No. [removed: 1-15399.)*] [added: 1-15399.) *] |

| [removed: 10.15] [added: 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).* |

| [removed: 10.16] [added: 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).* |

| [removed: 10.17] [added: 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).* |

| [removed: 10.18] [added: 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) |

| [removed: 10.19] [added: 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) |

| [removed: 10.20] [added: 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).* |

| [removed: 10.21] [added: 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).* |

| [removed: 10.22] [added: 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).* |

| 23.1 | | Consent of KPMG LLP [removed: (2014).†] [added: (2015 & 2014).†] |

| 101 | | The following financial information from Packaging Corporation of America’s Annual Report on Form 10-K for the year ended December 31, [removed: 2014,] [added: 2015,] formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] (ii) Consolidated Balance Sheets at December 31, [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [added: 2015,] 2014, [removed: 2013,] and [removed: 2012,] [added: 2013,] (v) the Notes to Consolidated Financial Statements, and (vi) Financial Statement Schedule-Valuation and Qualifying Accounts. |

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 [removed: 27, 2015.][added: 26, 2016.]

| | | Mark [removed: K.] [added: W.] Kowlzan |

| | | [added: Chairman of the Board and] Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 27, 2015,] [added: 26, 2016,] by the following persons on behalf of the registrants and in the capacities indicated.

| | | Mark [removed: W.Kowlzan] [added: W. Kowlzan] | | [added: Chairman of the Board and] Chief Executive Officer [removed: and Director] |

| | | [removed: Richard B. West] [added: Robert P. Mundy] | | Senior Vice President and Chief Financial Officer |

| | | | | [removed: (Prinicpal] [added: (Principal] Financial and Accounting Officer) |

| Deferred tax asset valuation allowance | 1.7 | | | | — | | | | 4.5 | | | | (1.1 | | ) | | 5.1 | | |

| Total | $ | 13.0 | | | $ | — | | | $ | 51.6 | | | $ | (49.2 | ) | | $ | 15.4 | |

| 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) |

| 10.22 | | 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)* |

| | | /s/ ROBERT P. MUNDY |

| | | Robert P. Mundy |

| | | /s/ ROBERT P. MUNDY | | |

| | | Duane Farrington | | Director |

| | | Paul T. Stecko | | Director |

| | | | | |

| | | * | | |

| | | | | |

| | | /s/ ROBERT P. MUNDY | | |

| | | Robert P. Mundy | | |

| Total | $ | 5.0 | | | $ | — | | | $ | 32.0 | | | $ | (31.7 | ) | | $ | 5.3 | |

| 10.5 | | 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.)* |

| 10.14 | | 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.) * |

| | | /s/ RICHARD B. WEST |

| | | Richard B. West |

| | | /s/ RICHARD B. WEST | | |

| | | Paul T. Stecko | | Chairman of the Board |

| | | Richard B. West | | |