Cover and table of contents

10K characters. Original on sec.gov · Markdown

Cover and table of contents

10-K 1 pkg1231201610k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
Commission file number 1-15399

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(Exact Name of Registrant as Specified in its Charter)

Delaware36-4277050
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
1955 West Field Court, Lake Forest, Illinois60045
(Address of Prinicpal Executive Offices)(Zip Code)

Registrant's telephone number, including area code: (847) 482-3000


Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange On Which Registered
Common Stock, $0.01 par valueNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨ (Do not check if a smaller reporting company)Smaller reporting company¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At June 30, 2016, the last day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of Registrant's common equity held by non-affiliates was approximately $6,233,906,649 based upon the closing sale price as reported on the New York Stock Exchange. This calculation of market value has been made for the purposes of this report only and should not be considered as an admission or conclusion by the Registrant that any person is in fact an affiliate of the Registrant.

On February 24, 2017, there were 94,206,284 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the Proxy Statement for the Registrant's 2017 Annual Meeting of Stockholders are incorporated by reference to the extent indicated in Part III of this Form 10-K.

Table of Contents

PART I
Item 1.Business1
Packaging2
Paper5
Corporate and Other7
Employees7
Environmental Matters7
Executive Officers of the Registrant7
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments13
Item 2.Properties13
Item 3.Legal Proceedings13
Item 4.Mine Safety Disclosure13
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities14
Item 6.Selected Financial Data17
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations18
Overview18
Executive Summary18
Industry and Business Conditions19
Outlook20
Results of Operations20
Liquidity and Capital Resources24
Commitments27
Off-Balance-Sheet Arrangements28
Inflation and Other General Cost Increases28
Environmental Matters29
Critical Accounting Policies and Estimates30
New and Recently Adopted Accounting Standards33
Reconciliations of Non-GAAP Financial Measures to Reported Amounts34
Item 7A.Quantitative and Qualitative Disclosures About Market Risk36
Item 8.Financial Statements and Supplementary Data37
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure79
Item 9A.Controls and Procedures79
Item 9B.Other Information81
PART III
Item 10.Directors, Executive Officers, and Corporate Governance82
Item 11.Executive Compensation82
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82

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Item 13.Certain Relationships and Related Transactions, and Director Independence83
Item 14.Principal Accounting Fees and Services83
PART IV
Item 15.Exhibits, Financial Statement Schedules84
Signatures87

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PART I

Next: Item 1. BUSINESS