Cover and table of contents

8K characters. Original on sec.gov · Markdown

Cover and table of contents

10-K 1 pkg-10k_20181231.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, 2018

Commission file number 1-15399

(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.)
1 North Field Court, Lake Forest, Illinois60045
(Address of Principal 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 ☒ 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 ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At June 30, 2018, 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 $10,429,672,301 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 22, 2019, there were 94,495,930 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the Proxy Statement for the Registrant's 2019 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 Other6
Employees6
Environmental Matters6
Executive Officers of the Registrant6
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments12
Item 2.Properties12
Item 3.Legal Proceedings12
Item 4.Mine Safety Disclosure12
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities13
Item 6.Selected Financial Data15
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations16
Overview16
Executive Summary16
Industry and Business Conditions18
Outlook18
Results of Operations18
Liquidity and Capital Resources23
Commitments25
Off-Balance-Sheet Arrangements26
Inflation and Other General Cost Increases26
Environmental Matters27
Critical Accounting Policies and Estimates28
New and Recently Adopted Accounting Standards31
Reconciliations of Non-GAAP Financial Measures to Reported Amounts31
Item 7A.Quantitative and Qualitative Disclosures About Market Risk33
Item 8.Financial Statements and Supplementary Data34
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure77
Item 9A.Controls and Procedures77
Item 9B.Other Information77
PART III
Item 10.Directors, Executive Officers, and Corporate Governance78
Item 11.Executive Compensation78
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters78
Item 13.Certain Relationships and Related Transactions, and Director Independence79
Item 14.Principal Accounting Fees and Services79
PART IV
Item 15.Exhibits, Financial Statement Schedules80
Signatures84

i

PART I

Next: Item 1. BUSINESS