Cover and table of contents

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Cover and table of contents

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, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

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.)
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per sharePKGNew 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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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, 2021, 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 $12,670,117,556 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 18, 2022, there were 93,533,810 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the Proxy Statement for the Registrant's 2022 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.Business3
Packaging4
Paper7
Corporate and Other8
Human Capital8
Regulatory and Environmental Matters9
Executive Officers of the Registrant9
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments16
Item 2.Properties16
Item 3.Legal Proceedings16
Item 4.Mine Safety Disclosure16
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities17
Item 6.Selected Financial Data18
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations19
Overview19
Executive Summary19
Industry and Business Conditions21
Results of Operations22
Liquidity and Capital Resources24
Commitments26
Off-Balance Sheet Arrangements26
Inflation and Other General Cost Increases26
Regulatory and Environmental Matters27
Critical Accounting Policies and Estimates28
New and Recently Adopted Accounting Standards31
Reconciliations of Non-GAAP Financial Measures to Reported Amounts32
Item 7A.Quantitative and Qualitative Disclosures About Market Risk34
Item 8.Financial Statements and Supplementary Data35
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure76
Item 9A.Controls and Procedures76
Item 9B.Other Information77
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections77
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 Independence78
Item 14.Principal Accounting Fees and Services79
PART IV
Item 15.Exhibits, Financial Statement Schedules80
Signatures83

PART I

Next: Item 1. BUSINESS