Packaging Corp of America (PKG) 10-K risk factor changes: FY2024 vs FY2023

For our discussion and analysis of our results of operations, financial condition and cash flows for the year ended December 31, [removed: 2021,] [added: 2022,] the earliest of the years presented in the accompanying audited financial statements included in Item 8 herein, please refer to our Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed with the Securities and Exchange Commission on February [removed: 23, 2023.][added: 29, 2024.]

Such information is presented in Item 7 of such report under the subcaptions “Results of Operations —Year Ended December 31, [removed: 2022,] [added: 2023,] Compared with Year Ended December 31, [removed: 2021”] [added: 2022”] and “Liquidity and Capital Resources” and is incorporated by reference herein.

Net sales were [removed: $7.8] [added: $8.4] billion for the year ended December 31, [removed: 2023] [added: 2024] and [removed: $8.5] [added: $7.8] billion for [removed: 2022.][added: 2023.]

We reported [removed: $765] [added: $805] million of net income, or [removed: $8.48] [added: $8.93] per diluted share, in [removed: 2023,] [added: 2024,] compared to [removed: $1,030] [added: $765] million, or [removed: $11.03] [added: $8.48] per diluted share, in [removed: 2022.][added: 2023.]

Net income included [removed: $19] [added: $9] million of expense for special items in [removed: 2023,] [added: 2024,] compared to [removed: $10] [added: $19] million of expense for special items in [removed: 2022.][added: 2023.]

The [removed: decrease] [added: increase] was driven primarily by [removed: lower prices and mix in our Packaging segment] [added: higher volumes,] and lower [removed: volumes in our Packaging] [added: freight] and [removed: Paper segments,] [added: logistic expenses,] partially offset by [removed: higher] [added: lower containerboard and corrugated products] prices and [removed: mix in our Paper segment, lower] [added: mix, higher] operating and converting [removed: costs,] [added: costs] and [removed: lower] [added: higher] annual outage expense.

[removed: For additional detail on special items included] [added: Included] in [removed: reported GAAP results, as well as segment] [added: this Item 7 are various non-GAAP financial measures, including earnings per diluted share excluding special items, net] income [removed: (loss)] excluding special items, earnings before non-operating pension [removed: expense,] [added: income (expense),] interest, income taxes, and depreciation, amortization, and depletion [removed: (EBITDA), and] [added: (“EBITDA”), segment EBITDA,] EBITDA excluding special items, [removed: see “Item 7.][added: and segment EBITDA excluding special items.]

[removed: Reconciliations of Non-GAAP Financial Measures to Reported Amounts.”] PCA ended the year with [removed: $1,206] [added: $852] million of cash and marketable debt securities and, including borrowing availability under its revolving credit facility, [removed: $1,529] [added: $1,175] million in liquidity.

Packaging segment [added: operating] income [removed: from operations] was [removed: $1,074] [added: $1,102] million in [removed: 2023,] [added: 2024,] compared to [removed: $1,424] [added: $1,074] million for [removed: 2022.][added: 2023.]

[added: Packaging segment EBITDA excluding special items was $1,598 million in 2024, compared to $1,556 million in 2023.1] The [removed: decrease] [added: increase] was driven primarily by [removed: lower containerboard and corrugated products prices and mix, lower] [added: higher] volumes, and [removed: higher] [added: lower] freight and logistic expenses, partially offset by lower [added: containerboard and corrugated products prices and mix, higher] operating and converting costs and [removed: lower] [added: higher] annual outage expense.

Overall, [removed: our] [added: total] corrugated products shipments were [removed: down (4.6%)] [added: up 10.5%] for the year.

[removed: After increasing during the first three quarters of 2022, containerboard] [added: Containerboard] prices published by industry publications [removed: began to decline during] [added: increased in] the [removed: fourth] [added: first and second] quarter of [added: 2024, after declining late in] 2022 and [removed: continued to decline] throughout 2023.

We notified customers of a $70 per ton price increase for linerboard and a [removed: $100] [added: $90] per ton price increase for medium effective January 1, [removed: 2024.][added: 2025.]

Over the past several years, we made extensive capital investments throughout the packaging segment to improve productivity and efficiencies at our containerboard mills and corrugated products facilities and believe that our success in execution of these capital investments has helped us [removed: to mitigate cost inflation and better serve] [added: deliver strong results while minimizing the continued inflationary impact across] our [removed: customers.][added: cost structure.]

Paper segment [added: operating] income [removed: from operations] was [removed: $119] [added: $130] million in [removed: 2023,] [added: 2024,] compared to [removed: $103] [added: $119] million in [removed: 2022.][added: 2023.]

The increase was due [removed: primarily] to higher [removed: paper prices and mix and lower freight and logistic expenses,] [added: volume ($49 million),] partially offset by lower [removed: volumes] [added: prices] and [removed: higher operating costs.][added: mix ($19 million).]

[removed: *Special Items and] [added: |] Earnings per [removed: Diluted Share, Excluding Special Items*][added: diluted share, excluding special items | | $ | 9.04 | | | $ 8.70 (c) | | |]

| Earnings per diluted [removed: share] [added: share, as reported in accordance with GAAP] | | $ | [removed: 8.48] [added: 8.93] | | | $ | [removed: 11.03] [added: 8.48] | |

| Facilities closure and other costs [removed: (a)] [added: (b)] | | | [removed: 0.12] [added: 0.03] | | | | [removed: 0.01] [added: 0.12] | |

| Jackson mill conversion-related activities [removed: (b)] [added: (a)] | | | [removed: 0.09] [added: 0.08] | | | | [removed: 0.11] [added: 0.09] | |

| Total special items [removed: expense] | | | [removed: 0.21] [added: 0.11] | | | | [removed: 0.11] [added: 0.21] | |

For [removed: 2022,] [added: 2024,] includes [removed: $0.7 million of] charges [removed: consisting of closure costs] related to [added: the closure of] corrugated products facilities.

These costs were partially offset by [removed: insurance proceeds received for a natural disaster at one of the corrugated products facilities, a gain on sale of assets] [added: income primarily] related to a [removed: corrugated products facility, and a] favorable lease buyout for a closed corrugated products [removed: facility.][added: facility during the first quarter of 2024.]

For [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] includes [removed: $11.1] [added: $9.7] million and [removed: $14.1] [added: $11.1] million, respectively, of charges related to the announced discontinuation of production of uncoated freesheet paper grades on the No. 3 machine at the Jackson, Alabama mill associated with the permanent conversion of the machine to produce linerboard and other paper-to-containerboard conversion related activities.

Trade publications reported North American industry-wide corrugated products shipments were [removed: down (5.0%) during 2023,] [added: relatively flat in 2024,] compared to [removed: 2022.][added: 2023.]

Reported industry containerboard production [removed: decreased (3.1%)] [added: increased 4.7%] compared to [removed: 2022,] [added: 2023,] and reported industry containerboard inventories at the end of [removed: 2023] [added: 2024] were approximately [removed: 2.6] [added: 2.8] million tons, [removed: down (3.1%)] [added: up 5.7%] compared to [removed: 2022.][added: 2023.]

Reported containerboard export shipments increased [removed: 2.6%] [added: 15.4%] compared to [removed: 2022.][added: 2023.]

Trade publications reported North American uncoated freesheet paper shipments [removed: decreased (9.7%)] [added: increased slightly 0.5%] in [removed: 2023,] [added: 2024,] compared to [removed: 2022.][added: 2023.]

[removed: Although average] [added: Average] prices reported by a trade publication for cut size office papers were [removed: higher] [added: lower] by [removed: $57] [added: $36] per ton, or [removed: 4%,] [added: (2.4%),] in [removed: 2023] [added: 2024] compared to [removed: 2022, index prices declined throughout the year.][added: 2023.]

For cut size office papers, index prices decreased [removed: $20] [added: $40] per ton in [removed: April 2023,] [added: January,] followed by [removed: additional decreases] [added: increases] of [removed: $10 per ton in June 2023 and] $20 per ton in [removed: October 2023, a total decrease of $50 per ton during 2023.][added: April and May 2024.]

For offset printing papers, index prices decreased [removed: $30] [added: $20] per ton in [removed: April 2023,] [added: January,] followed by [removed: additional decreases] [added: increases] of [removed: $10 per ton in June 2023,] $20 per ton in [removed: August 2023, $10 per ton in September 2023,] [added: April] and [removed: $15 per ton in November 2023, a total decrease of $85 per ton during 2023.][added: May 2024.]

Labor and benefits costs will [removed: have seasonal] [added: be higher due to] timing-related [removed: increases] [added: items] that occur at the beginning of a new year [removed: related to] [added: for] annual [removed: wage and benefit] increases, the restart of payroll taxes, and share-based compensation expenses.

Considering these items, we expect first quarter earnings to be lower than the fourth quarter of [removed: 2023.][added: 2024.]

Year Ended December 31, [removed: 2023,] [added: 2024,] Compared with Year Ended December 31, [removed: 2022][added: 2023]

The historical results of operations of PCA for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are set forth below (dollars in millions):

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | Change | | |

| Corporate and other and eliminations | | | [removed: 71.4] [added: 67.7] | | | | [removed: 75.2] [added: 71.4] | | | | [removed: (3.8] [added: (3.7] | ) |

| Net sales | | $ | [removed: 7,802.4] [added: 8,383.3] | | | $ | [removed: 8,478.0] [added: 7,802.4] | | | $ | [removed: (675.6] [added: 580.9] | [removed: )] |

| Corporate and [removed: other] [added: Other] | | | [removed: (118.1] [added: (129.9] | ) | | | [removed: (106.0] [added: (118.1] | ) | | | [removed: (12.1] [added: (11.8] | ) |

| Income from operations | | | [removed: 1,075.1] [added: 1,101.3] | | | | [removed: 1,420.7] [added: 1,075.1] | | | | [removed: (345.6] [added: 26.2] | [removed: )] |

We provide important disclosures regarding our presentation of non-GAAP financial measures and reconciliations of presented non-GAAP financial measures to the most comparable measures presented in accordance with GAAP later in this section under the caption “Non-GAAP Financial Measures.”

Packaging volumes were up throughout the year, compared to 2023, with record-breaking performance in the third and fourth quarters.

Our containerboard production was approximately 294 BSF, and containerboard inventory weeks-of-supply increased 0.3 weeks from year end 2023.

In part due to the timing of these changes, our average prices were lower in 2024 than in 2023.

See “Non-GAAP Financial Measures” later in this item 7.

Paper segment EBITDA excluding special items was $154 million in 2024, compared to $151 million in 2023.1 The increase was due primarily to higher paper volumes and lower operating costs, partially offset by lower prices and mix.

We notified customers of a $60 per ton price increase for all office, printing, and converting papers, effective January 13, 2025.

Index prices, in February 2024, increased $40 per ton for linerboard and $60 per ton for corrugating medium, followed by an additional increase in June 2024 of $40 per ton for linerboard and corrugating medium.

For the first quarter of 2025, in our Packaging segment, we expect volume in our corrugated products plants to increase and set new first quarter records for total shipments and shipments-per-day.

Containerboard production will be lower with two less operating days and scheduled maintenance outages at our Counce, TN and Valdosta, GA mills.

Domestic prices are expected to be higher with an improved product mix together with our previously announced price increases.

Export prices are assumed to be stable.

In our Paper segment, we forecast slightly lower volume with two less mill operating days and prices and mix to be fairly flat.

With the exception of recycled fiber prices, we expect inflation across most of our direct, indirect and fixed operating and converting costs along with a higher cost mix of mill operations.

In addition, wood, energy, and chemical costs will also increase due to the unusually cold seasonal weather negatively affecting usages and yields for these items.

First quarter rail rate increases at three of our mills will impact freight and logistics expenses and we expect higher depreciation expense.

Lastly, scheduled outage expenses should be slightly lower and we assume a lower corporate tax rate.

| Packaging | | $ | 7,690.9 | | | $ | 7,135.6 | | | $ | 555.3 | |

| Paper | | | 624.7 | | | | 595.4 | | | | 29.3 | |

| Packaging | | $ | 1,101.5 | | | $ | 1,074.3 | | | $ | 27.2 | |

| Paper | | | 129.7 | | | | 118.9 | | | | 10.8 | |

Net sales increased $581 million, or 7.4%, to $8,383 million in 2024, compared to $7,802 million in 2023.

*Paper.* Net sales increased $29 million, or 4.9%, to $625 million, compared to $595 million in 2023.

Gross profit increased $84 million in 2024, compared to 2023.

| DeRidder and other litigation | | | (95.2 | ) | | | — | |

| DeRidder and other litigation insurance recoveries | | | 95.2 | | | | — | |

*Packaging.* Segment operating income increased $28 million to $1,102 million, compared to $1,074 million in 2023.

The lower effective tax rate for 2024 was primarily due to higher excess tax benefits associated with employee restricted stock and performance unit vests partially offset by higher nondeductible employee remuneration paid to covered employees.

On September 15, 2024, the Company used the net proceeds from this issuance, together with a portion of cash on hand, to repay its outstanding 3.65% senior notes due 2024.

a net unfavorable change in prepaid expenses and other current assets in 2024 compared to 2023 primarily due to an increase in accrued receivables for the insurance recoveries related to pending litigation in 2024;

d)

Additionally, in September 2024, we received $400 million in net proceeds from the maturity of our investments in time deposits, which were used to repay our 3.65% senior notes that were due on September 15, 2024.

| | | 2024 | | | | 2023 | | |

| | | $ | 669.7 | | | $ | 469.7 | |

We withheld shares to cover $26 million of employee restricted stock taxes in 2024 compared to $16 million of employee restricted stock taxes withheld in 2023.

The repayment of these notes was $400 million excluding accrued interest.

We continuously seek opportunities to increase the efficiency of our mills and corrugated products facilities and make extensive capital investments to minimize the impact that inflation has on our cost structure.

| Natural gas | | | 7.4 | | | | 6.8 | | | | 6.5 | | | | 7.4 | | | | 28.1 | | | $ | 3.54 | |

| Purchased bark | | | 1.8 | | | | 1.8 | | | | 1.8 | | | | 2.0 | | | | 7.4 | | | | 2.31 | |

| Total mills | | | 9.4 | | | | 8.7 | | | | 8.4 | | | | 9.5 | | | | 36.0 | | | $ | 3.34 | |

Excluding special items, we recorded $784 million of net income, or $8.70 per diluted share, in 2023, compared to $1,040 million, or $11.14 per diluted share, in 2022.

Packaging segment EBITDA excluding special items was $1,556 million in 2023, compared to $1,849 million in 2022.

Packaging volumes were down during the first half of the year as challenging economic conditions continued in 2023, with customers reducing orders to manage their inventories.

Customer ordering patterns began to normalize, and volumes began to improve mid-year, and by the fourth quarter, corrugated shipments were up 6.9% in total over fourth quarter 2022.

In order to match our supply with the demand for our products, we reduced production of containerboard at our packaging mills during the first three quarters of 2023, including idling the Wallula, WA mill in June.

We began ramping up production in the fourth quarter to meet increasing demand and restarted the No. 3 machine at the Wallula mill.

Paper segment EBITDA excluding special items was $151 million in 2023, compared to $132 million in 2022.

Lower volumes were driven by declining uncoated freesheet demand and sales of remaining paper at the Jackson, AL mill in 2022.

We have undertaken activities to convert the Jackson mill from production of paper products, which the mill historically produced, to production of containerboard.

For more information, see the Packaging caption in “Part I, Item 1.

Business” and Note 1, Nature of Operations and Basis of Presentation, of the Notes to Consolidated Financial Statements in “Part II, Item 8.

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

Earnings per diluted share, excluding special items, in 2023 and 2022 were as follows:

| | | 2023 | | | | 2022 | | |

| Acquisition and integration-related activities (c) | | | — | | | | (0.01 | ) |

| Earnings per diluted share, excluding special items | | $ 8.70 (d) | | | | $ | 11.14 | |

(a)

(b)

(c)

Includes $1.0 million of income from a favorable inventory adjustment related to the December 2021 Advance Packaging Corporation acquisition, partially offset by acquisition and integration related costs.

Management excludes special items, as it believes these items are not necessarily reflective of the ongoing results of operations of our business.

We present these measures because they provide a means to evaluate the performance of our segments and our company on an ongoing basis using the same measures that are used by our management, because these measures assist in providing a meaningful comparison between periods presented and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments.

A reconciliation of diluted earnings per share to diluted earnings per share excluding special items is included above and the reconciliations of other non-GAAP measures used in this Management's Discussion and Analysis of Financial Condition and Results of Operations, to the most comparable measure reported in accordance with GAAP, are included later in Item 7 under “Reconciliations of Non-GAAP Financial Measures to Reported Amounts.” Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP.

The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.

For linerboard, index prices decreased $10 per ton in January 2023, followed by additional decreases of $20 per ton in February 2023, $20 per ton in May 2023, and $20 per ton in November 2023, a total decrease of $70 per ton during 2023.

For corrugating medium, index prices decreased $30 per ton in January 2023, followed by additional decreases of $20 per ton in February 2023, $40 per ton in May 2023, and $20 per ton in November 2023, a total decrease of $110 per ton during 2023.

For the first quarter of 2024, compared to the fourth quarter of 2023, in our Packaging segment, we expect higher total corrugated products shipments from continued strong demand along with two additional shipping days in the first quarter.

Containerboard volume is expected to be lower due to a prolonged outage at the Jackson mill for the conversion of the No. 3 machine and a scheduled maintenance outage at our Counce, TN mill.

We have restarted the No. 2 machine at the Wallula mill, which will partially offset the effect of these outages.

Prices and mix should be slightly higher as we implement our January price increases, which will be partially offset by a decrease in the published prices that occurred late in 2023.

We expect export containerboard prices to be flat.

In our Paper segment, we expect an improved mix to move prices slightly higher with flat sales volume.

Recycled fiber and energy prices will be higher, and seasonally colder weather will negatively impact usages and yields for energy, wood and chemicals along with higher operating costs associated with the restart of full operations at the Wallula mill compared to fourth quarter operations.

Scheduled outage expenses will be higher and will include the significant first quarter impact of the conversion outage at our Jackson mill.

| Packaging | | $ | 7,135.6 | | | $ | 7,780.7 | | | $ | (645.1 | ) |

| Paper | | | 595.4 | | | | 622.1 | | | | (26.7 | ) |

| Packaging | | $ | 1,074.3 | | | $ | 1,423.7 | | | $ | (349.4 | ) |

| Paper | | | 118.9 | | | | 103.0 | | | | 15.9 | |

Net sales decreased $676 million, or (8.0%), to $7,802 million in 2023, compared to $8,478 million in 2022.

*Paper.* Net sales decreased $27 million, or (4.3%), to $595 million, compared to $622 million in 2022.

As of December 31, [removed: 2023,] [added: 2024,] we are party to certain physical commodity transactions related to natural gas supply contracts.

At December 31, [removed: 2023,] [added: 2024,] the interest rates on 100% of PCA’s outstanding debt are fixed.

| [removed: Corrugated Products Shipments (billion square feet)] | | | 2023 | | | | 14.7 | | | | 14.9 | | | | 15.2 | | | | 15.7 | | | | 60.5 | |

| [removed: UFS Production (thousand tons)] | | | 2023 | | | | 126 | | | | 116 | | | | 109 | | | | 121 | | | | 472 | |

[removed: ][added: ]

During the year ended December 31, [removed: 2023,] [added: 2024,] our Packaging segment produced [removed: 4.5 million tons] [added: 294 billion square feet (BSF)] of containerboard at our mills.

Our corrugated products manufacturing plants sold [removed: 60.5 billion square feet (BSF)] [added: 67 BSF] of corrugated products.

Total annual containerboard capacity was approximately [removed: 5.1 million tons] [added: 301 BSF] as of December 31, [removed: 2023.][added: 2024.]

The following provides more details of our [removed: primary operating facilities:][added: containerboard mills:]

As of December 31, [removed: 2023,] [added: 2024,] we [removed: operated 86] [added: produced] corrugated [removed: manufacturing] and protective packaging [removed: operations,] [added: products at 86 facilities, and operated] a technical and development center, seven regional design centers, a rotogravure printing operation, and a complement of packaging supplies and distribution centers.

In [removed: 2023,] [added: 2024,] our usage of recycled fiber, net of internal generation, represents [removed: 18%] [added: 21%] of our containerboard production.

As part of our renewable virgin fiber sourcing efforts, we participate in the Sustainable Forestry Initiative® (SFI), the Programme for the Endorsement of Forest Certification (PEFC), as well as the Forest Stewardship Council® [removed: (FSC®),] [added: (FSC®) voluntary certification programs,] and [removed: we] are certified under their [removed: sourcing and] chain of custody [added: and fiber sourcing] standards.

These standards are aimed at ensuring the long-term health and conservation of [removed: forestry resources.][added: forests.]

[removed: We] [added: Our operations] are committed to [removed: sourcing wood fiber through environmentally, socially,] [added: environmentally conscious, socially responsible,] and economically sustainable [added: fiber sourcing] practices [removed: and promoting resource and conservation] [added: that prioritize] stewardship [removed: ethics.][added: of forest resources.]

In [removed: 2023,] [added: 2024,] our packaging mills consumed about [removed: 82] [added: 89] million MMBTUs of fuel to produce both steam and electricity.

Of the [removed: 82] [added: 89] million MMBTUs consumed, about 63% was from mill-generated biogenic fuels that are by-products of our containerboard manufacturing and pulping process and 37% was from purchased fuels.

Of the purchased fuels, [removed: 71%] [added: 76%] was from natural gas, [removed: 27%] [added: 22%] was from purchased wood waste and 2% was from other purchased fuels.

Our corrugated products are [added: primarily] sold [added: directly] through our [removed: direct] sales and marketing [removed: organization, independent brokers, and distribution partners.][added: organization.]

We [removed: have sales representatives and a sales manager at most of our corrugated manufacturing operations and] also have [removed: corporate] [added: national] account managers who serve [removed: customer accounts] [added: customers] with a national presence.

In addition to [added: our] direct sales and marketing personnel, we utilize [removed: new product development engineers and product graphics and] design [removed: specialists.][added: and structural engineers to support our sales efforts.]

These individuals are located at both [removed: the] [added: our] corrugated plants and [removed: the] [added: regional] design centers.

[removed: General marketing] [added: Marketing] support is provided at our corporate headquarters.

We sell containerboard and corrugated products to approximately [removed: 14,000] [added: 13,000] customers in approximately [removed: 30,000] [added: 29,000] locations.

About [removed: 70 %] [added: 70%] of our corrugated products sales are to regional and local accounts, which are broadly diversified across industries and geographic locations.

The remaining [removed: 30 %] [added: 30%] of our corrugated products customer base consists primarily of national accounts that have multiple locations and are served by a number of PCA plants.

The primary end-use markets in the United States for corrugated products are shown below as reported in the [removed: 2022] [added: 2023] Fibre Box Association annual report:

| Food, beverages, and agricultural products | | | [removed: 42] [added: 43] | % |

| Retail and wholesale trade | | | [removed: 28] [added: 29] | % |

| Paper and other products | | | [removed: 10] [added: 9] | % |

| Chemical, plastic, and rubber products | | | [removed: 10] [added: 11] | % |

| Miscellaneous manufacturing | | | [removed: 10] [added: 8] | % |

As of December 31, [removed: 2023,] [added: 2024,] we were the third largest producer of containerboard products in North America, according to industry sources and our own estimates.

According to industry sources, corrugated products are produced by about [removed: 400] [added: 380] U.S. companies operating approximately 1,100 plants.

On a national level, our primary competitors are International Paper, [removed: WestRock Company,] [added: Smurfit WestRock,] and Georgia-Pacific LLC.

In [removed: 2023,] [added: 2024,] our paper mill consumed about [removed: 11] [added: 12] million MMBTUs of fuel to produce both steam and electricity.

Of the [removed: 11] [added: 12] million MMBTUs consumed, about [removed: 76%] [added: 74%] was from mill-generated biogenic fuels that are by-products of the manufacturing and pulping process and [removed: 24%] [added: 26%] was from purchased natural gas.

We have about [removed: 40] [added: 50] customers in approximately [removed: 150] [added: 200] locations.

In [removed: 2023,] [added: 2024,] our sales revenue to ODP represented [removed: 61%] [added: 58%] of our Paper segment sales revenue and [removed: 5%] [added: 4%] of our consolidated sales revenue.

As demand for qualified personnel is increasing, we are expanding our efforts in these critical areas along with efforts to continue to develop, promote and maintain a [removed: diverse] workforce with a culture and an environment of [removed: respect] [added: engaged management] and [removed: inclusion.][added: mutual respect.]

PCA regularly conducts employee engagement surveys to measure [removed: our employees’] overall satisfaction [removed: as well as] [added: and] gain a [removed: better] [added: deeper] understanding of how to improve our employees’ work experience.

Our [removed: last] [added: most recent] survey, conducted in [removed: 2022, had] [added: 2024, saw] a high level of [removed: participation,] [added: participation] assuring us that the results [removed: were an accurate reflection of] [added: reflect] the feelings and opinions of our employees.

Our [removed: employees] [added: survey results] reaffirmed our strong safety [removed: culture,] [added: culture and] our dedication to being socially and environmentally [removed: responsible and responded favorably to questions on diversity, equity and inclusion.][added: responsible.]

| Containerboard Production (billion square feet) | | | 2024 | | | | 67.3 | | | | 73.7 | | | | 76.0 | | | | 76.8 | | | | 293.8 | |

| | | | 2023 | | | | 64.1 | | | | 65.3 | | | | 65.8 | | | | 70.2 | | | | 265.4 | |

| | | | 2022 | | | | 70.9 | | | | 71.8 | | | | 64.9 | | | | 55.8 | | | | 263.4 | |

| Corrugated Products Shipments (billion square feet) | | | 2024 | | | | 16.1 | | | | 16.5 | | | | 17.2 | | | | 17.1 | | | | 66.9 | |

| UFS Production (thousand tons) | | | 2024 | | | | 124 | | | | 120 | | | | 127 | | | | 128 | | | | 499 | |

We converted the mill from production of UFS to production of containerboard in 2021 and completed work to optimize the mill for containerboard production in 2024.

We have local sales teams led by a sales manager at most of our corrugated manufacturing facilities to support our local customers.

As part of our renewable virgin fiber sourcing efforts, we participate in the Sustainable Forestry Initiative® (SFI), the Programme for the Endorsement of Forest Certification (PEFC), as well as the Forest Stewardship Council® (FSC®) voluntary certification programs, and are certified under their chain of custody and fiber sourcing standards.

These standards are aimed at ensuring the long-term health and conservation of forests.

Our operations are committed to environmentally conscious, socially responsible, and economically sustainable fiber sourcing practices that prioritize stewardship of forest resources.

Our overall engagement index continues to rise and remains consistent with other U.S. manufacturing companies.

Hassfurther, 69, President - Mr. Hassfurther was promoted to President of PCA in February 2025.

Ray Shirley, 53, Executive Vice President – Corrugated Products - Mr. Shirley was promoted to Executive Vice President – Corrugated Products in February 2025.

Heidi L.

She previously served as Vice President – Containerboard Sales since 2014 and as General Manager, Containerboard Sales and Trade Manager since she joined PCA in 1996.

Joseph W.

Mr. Vaughn previously served as Vice President – Engineering and Project Management.

Prior to joining PCA in 2017, he spent 30 years with various pulp and paper companies in managerial and engineering positions of increasing responsibility.

Forward Looking Statements

We operate substantially all of our business in the United States.

| Containerboard Production (thousand tons) | | | 2023 | | | | 1,086 | | | | 1,112 | | | | 1,118 | | | | 1,213 | | | | 4,529 | |

| | | | 2022 | | | | 1,233 | | | | 1,256 | | | | 1,116 | | | | 961 | | | | 4,566 | |

| | | | 2021 | | | | 1,195 | | | | 1,193 | | | | 1,256 | | | | 1,243 | | | | 4,887 | |

| | | | 2021 | | | | 16.4 | | | | 16.5 | | | | 16.4 | | | | 16.4 | | | | 65.7 | |

| | | | 2021 | | | | 145 | | | | 149 | | | | 148 | | | | 130 | | | | 572 | |

The Packaging segment’s net sales to third parties totaled $7.1 billion in 2023.

We also produce corrugated and protective packaging products at 86 manufacturing locations.

Before October 2020, Jackson had historically operated as a UFS paper mill, with its results of operations reported in our Paper segment.

Beginning in October 2020, operating results for the Jackson mill are included in both the Packaging and Paper segments.

During the fourth quarter of 2020, in order to meet strong packaging demand and maintain appropriate inventory levels, we temporarily began producing linerboard on the No. 3 machine and, in the first quarter of 2021, we announced the discontinuation of producing uncoated freesheet paper grades on the machine and the permanent conversion of the machine to produce linerboard.

Beginning in the third quarter of 2021, we began producing corrugating medium on the No. 1 machine.

The production of corrugating medium on the No. 1 machine has continued to date, and consequently, the operating results for the Jackson mill are included in the Packaging segment for the periods presented.

Additionally, our design centers maintain an on-site dedicated graphics sales force.

We believe it is essential to hire and promote diverse candidates and employees in order to bring the best ideas to serve our customers.

We have established a Diversity, Equity, and Inclusion Council consisting of leaders throughout our organization to hone our strategy and to create a roadmap for inclusive leadership.

Our overall engagement index, which is in line with other U.S. manufacturing companies, is only one benchmark we consider in measuring employee satisfaction.

Our commitment to continuous improvement means we use employee feedback to foster progress.

Based on our 2022 survey responses, our plants formed action teams to identify and address areas for improvement specific to their location.

From February 2005 to September 2009, Mr. Hassfurther served as Senior Vice President - Sales and Marketing, Corrugated Products.

Pamela A.

Ms. Barnes previously served as a Vice President in PCA’s finance organization from 2012 to 2019.

After joining the company in 1992, she has held various positions of increasing responsibility, including serving as PCA’s Treasurer since 1999.

Before joining PCA, Ms. Barnes worked for Deloitte & Touche.

Jeff S.

Kaser, 58, Senior Vice President – Corrugated Products \- Mr. Kaser has served as Senior Vice President — Corrugated Products since May 2020.

Prior to this, he served as a Vice President and Area General Manager in PCA's corrugated products business since 2012, leading PCA’s Midwest Area, Mid-Atlantic Area and Pennsylvania Region.

Mr. Kaser joined PCA in 1987 and has also held plant positions in sales, sales management and general management.

Bruce A.

Ridley, 68, Senior Vice President – Environmental Health and Safety and Operational Services - Mr. Ridley has served as Senior Vice President – Environmental Health and Safety and Operational Services since May 2019.

Mr. Ridley previously served as Vice President of Operations from 2012 to 2019 and at PCA’s Tomahawk, Wisconsin containerboard mill as the Operations Manager and Mill Manager from 1999 to 2011.

Before joining PCA, he held several positions of increasing responsibility at multiple locations during his 19 years with International Paper and two years with Champion International.

Robert A.

Mr. Schneider joined the company in 1989 and has held various management and other positions of increasing responsibility in information systems for PCA.

During the first half of 2023, we experienced a deterioration in operating conditions involving our Packaging business as a result of general economic conditions and lower demand with customers adjusting their ordering patterns to reduce their inventories, which negatively affected our profitability.

However, demand rebounded in the second half of 2023.

Published containerboard prices have decreased beginning in the fourth quarter of 2022 and throughout 2023, which resulted in lower prices for our containerboard and corrugated products and lower profitability.

We are assessing the impact of these new standards on our business and operations.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

At June 30, [removed: 2023,] [added: 2024,] the last day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of [removed: Registrant's] [added: Registrant’s] common equity held by non-affiliates was approximately [removed: $11,671,075,503] [added: $16,124,636,098] based upon the closing sale price as reported on the New York Stock Exchange.

On February [removed: 23, 2024,] [added: 21, 2025,] there were [removed: 89,624,119] [added: 89,801,225] shares of Common Stock outstanding.

Specified portions of the Proxy Statement for the [removed: Registrant's 2024] [added: Registrant’s 2025] Annual Meeting of Stockholders are incorporated by reference to the extent indicated in Part III of this Form 10-K.

| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | [removed: 16] [added: 15] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 17] [added: 16] |

| Item 4. | [Mine Safety Disclosure](#item_4_mine_safety_disclosure) | [removed: 17] [added: 16] |

| Item 5. | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common) | [removed: 18] [added: 17] |

| Item 6. | [Selected Financial Data](#item_6_selected_financial_data) | [removed: 19] [added: 18] |

| Item 7. | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 20] [added: 19] |

| | [Overview](#overview) | [removed: 20] [added: 19] |

| | [Executive Summary](#executive_summary) | [removed: 20] [added: 19] |

| | [Industry and Business Conditions](#industry_business_conditions) | [removed: 22] [added: 20] |

| | [Results of Operations](#results_operations) | [removed: 23] [added: 21] |

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

| | [Commitments](#commitments) | [removed: 26] [added: 24] |

| | [Off-Balance Sheet Arrangements](#off_balance_sheet_arrangements) | [removed: 27] [added: 25] |

| | [Inflation and Other General Cost Increases](#inflation_or_general_cost_increases) | [removed: 27] [added: 25] |

| | [Regulatory and Environmental Matters](#environmental_matters) | [removed: 28] [added: 25] |

| | [Critical Accounting Policies and Estimates](#critical_accounting_policies_estimates) | [removed: 29] [added: 27] |

| | [New and Recently Adopted Accounting Standards](#new_recently_adopted_accounting_stards) | [removed: 30] [added: 28] |

| | [removed: [Reconciliations of Non-GAAP] [added: [Non-GAAP] Financial [removed: Measures to Reported Amounts](#reconciliations_nongaap_financial_measur)] [added: Measures](#reconciliations_nongaap_financial_measur)] | [removed: 31] [added: 29] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_and_qualitative) | [removed: 32] [added: 30] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 33] [added: 31] |

| Item 9. | [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 72] [added: 69] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 72] [added: 69] |

| Item 9B. | [Other Information](#item_9b_or_information) | [removed: 72] [added: 69] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#item_9c_foreign_jurisdictions) | [removed: 72] [added: 69] |

| Item 10. | [Directors, Executive Officers, and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 73] [added: 70] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 73] [added: 70] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 73] [added: 70] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 74] [added: 71] |

| Item 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 74] [added: 71] |

| Item 15. | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 75] [added: 72] |

| | [Signatures](#signatures) | [removed: 78] [added: 75] |

While we have experienced threats to our data and systems, as of December 31, [removed: 2023,] [added: 2024,] we are not aware of any cybersecurity incidents that have materially impacted, or are reasonably likely to materially impact, our operations or financial condition.

The Chief Information Officer (CIO) [removed: and the Vice President of Network Services present] [added: presents] frequent updates to the Audit Committee and, as necessary, to the full Board of Directors.

As of December 31, [removed: 2023,] [added: 2024,] we own buildings and land for our eight mills.

On February [removed: 23, 2024,] [added: 21, 2025,] there were [removed: 140] [added: 151] holders of record of our common stock.

At December 31, [removed: 2023,] [added: 2024,] $436.0 million of the authorized amount remained available for repurchase of the Company’s common stock.

We withheld [removed: 120,534] [added: 142,552] shares in [removed: 2023] [added: 2024] to cover [removed: $15.7] [added: $25.7] million in employee tax liabilities, [removed: 110,827] [added: 120,534] shares in [removed: 2022] [added: 2023] to cover [removed: $15.4] [added: $15.7] million in employee tax liabilities, and [removed: 95,437] [added: 110,827] shares in [removed: 2021] [added: 2022] to cover [removed: $12.9] [added: $15.4] million in employee tax liabilities.

[removed: During the three months ended December 31, 2023, there were no] [added: The following table presents information related to our] repurchases of common stock made under repurchase plans authorized by PCA’s Board of [removed: Directors] [added: Directors,] and [removed: no] shares withheld [removed: from employees] to cover [removed: income and payroll] taxes on [added: vesting of] equity [removed: awards that vested.][added: awards, during the three months ended December 31, 2024:]

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 [removed: index;] [added: index and] the S&P Midcap 400 [removed: index; and a customized peer group of two companies that includes: International Paper and WestRock Company.][added: index.]

The graph tracks the performance of a $100 investment (including the reinvestment of all dividends) in our common [removed: stock, in each index,] [added: stock] and in each [removed: peer group’s common stock] [added: index] from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | [removed: 2018 | | | |] 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | [added: | 2024 | | |]

The Company did not repurchase any shares of its common stock under this authority during the year ended December 31, 2024.

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Issuer Purchases of Equity Securities | | | | | | | | | | | | | | | | |

| Period | | Total Number of Shares Purchased (a) | | | | Average Price Paid Per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions) | | |

| October 1-31, 2024 | | | 2,119 | | | $ | 212.90 | | | | — | | | $ | 436.0 | |

| November 1-30, 2024 | | | — | | | | — | | | | — | | | | 436.0 | |

| December 1-31, 2024 | | | 2,146 | | | | 224.62 | | | | — | | | | 436.0 | |

| Total | | | 4,265 | | | $ | 218.79 | | | | — | | | $ | 436.0 | |

(a)

All shares were withheld from employees to cover income and payroll taxes on equity awards that vested during the period.

| Packaging Corporation of America | | $ | 100.00 | | | $ | 127.27 | | | $ | 129.32 | | | $ | 125.90 | | | $ | 166.04 | | | $ | 235.24 | |

| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| S&P Midcap 400 | | | 100.00 | | | | 113.66 | | | | 141.80 | | | | 123.28 | | | | 143.54 | | | | 163.54 | |

During the fourth quarter of 2021, we paid $193.0 million, including fees, to repurchase 1.4 million shares of common stock, which was the entire remaining amount of repurchase authority we had under previously announced share repurchase programs.

| Packaging Corporation of America | | $ | 100.00 | | | $ | 138.35 | | | $ | 176.07 | | | $ | 178.90 | | | $ | 174.18 | | | $ | 229.71 | |

| S&P 500 | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |

| S&P Midcap 400 | | | 100.00 | | | | 126.20 | | | | 143.44 | | | | 178.95 | | | | 155.58 | | | | 181.15 | |

| Peer Group | | | 100.00 | | | | 119.60 | | | | 131.91 | | | | 136.81 | | | | 107.55 | | | | 123.93 | |

| [Reports of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)](#report_independent_registered_public_acc) | [removed: 34] [added: 32] |

| [Consolidated Statements of Income and Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#consolidated_statements_income_comprehen)] [added: 2022](#consolidated_statements_income_comprehen)] | [removed: 36] [added: 34] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#consolidated_balance_sheets)] [added: 2023](#consolidated_balance_sheets)] | [removed: 37] [added: 35] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#consolidated_statements_cash_flows)] [added: 2022](#consolidated_statements_cash_flows)] | [removed: 38] [added: 36] |

| [Consolidated Statement of Changes in [removed: Stockholders'] [added: Stockholders’] Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#consolidated_statements_changes_in_stock)] [added: 2022](#consolidated_statements_changes_in_stock)] | [removed: 39] [added: 37] |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | [removed: 40] [added: 38] |

We have audited the accompanying consolidated balance sheets of Packaging Corporation of America and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Notes 2 and 12 to the consolidated financial statements, the Company’s estimated pension benefit obligation totaled [removed: $1,202] [added: $1,119] million as of December 31, [removed: 2023.][added: 2024.]

| | [removed: |] Year Ended December 31, | | | | | | | | | | |

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Statements of [removed: Income] [added: Income:] | | | | | | | | | | | | |

| Net sales | | $ | [removed: 7,802.4] [added: 8,383.3] | | | $ | [removed: 8,478.0] [added: 7,802.4] | | | $ | [removed: 7,730.3] [added: 8,478.0] | |

| Cost of sales | | | [removed: (6,103.5] [added: (6,600.2] | ) | | | [removed: (6,387.4] [added: (6,103.5] | ) | | | [removed: (5,857.3] [added: (6,387.4] | ) |

| Gross profit | | | [removed: 1,698.9] [added: 1,783.1] | | | | [removed: 2,090.6] [added: 1,698.9] | | | | [removed: 1,873.0] [added: 2,090.6] | |

| [removed: Selling] [added: Selling, general] and administrative expenses | | | [removed: (580.9] [added: (610.3] | ) | | | [removed: (608.6] [added: (580.9] | ) | | | [removed: (576.8] [added: (608.6] | ) |

| Other expense, net | | | [removed: (42.9] [added: (71.5] | ) | | | [removed: (61.3] [added: (42.9] | ) | | | [removed: (54.8] [added: (61.3] | ) |

| Income from operations | | | [removed: 1,075.1] [added: 1,101.3] | | | | [removed: 1,420.7] [added: 1,075.1] | | | | [removed: 1,241.4] [added: 1,420.7] | |

| Non-operating pension [removed: (expense)] income [added: (expense)] | | | [removed: (7.7] [added: 4.5] | [removed: )] | | | [removed: 14.5] [added: (7.7] | [added: )] | | | [removed: 19.7] [added: 14.5] | |

| Interest expense, net | | | [removed: (53.3] [added: (41.4] | ) | | | [removed: (70.4] [added: (53.3] | ) | | | [removed: (152.4] [added: (70.4] | ) |

| Income before taxes | | | [removed: 1,014.1] [added: 1,064.4] | | | | [removed: 1,364.8] [added: 1,014.1] | | | | [removed: 1,108.7] [added: 1,364.8] | |

| Provision for income taxes | | | [removed: (248.9] [added: (259.3] | ) | | | [removed: (335.0] [added: (248.9] | ) | | | [removed: (267.6] [added: (335.0] | ) |

| Net income | | $ | [removed: 765.2] [added: 805.1] | | | $ | [removed: 1,029.8] [added: 765.2] | | | $ | [removed: 841.1] [added: 1,029.8] | |

| Basic | | $ | [removed: 8.52] [added: 8.97] | | | $ | [removed: 11.08] [added: 8.52] | | | $ | [removed: 8.87] [added: 11.08] | |

| Diluted | | $ | [removed: 8.48] [added: 8.93] | | | $ | [removed: 11.03] [added: 8.48] | | | $ | [removed: 8.83] [added: 11.03] | |

| Dividends declared per common share | | $ | 5.00 | | | $ | [removed: 4.75] [added: 5.00] | | | $ | [removed: 4.00] [added: 4.75] | |

| Other comprehensive [removed: income (loss),] [added: income,] net of tax: | | | | | | | | | | | | |

| Foreign currency translation adjustment | | $ | [removed: 0.1] [added: —] | | | $ | [removed: —] [added: 0.1] | | | $ | [removed: 0.4] [added: —] | |

| Changes in unrealized gains (losses) on marketable debt securities, net of tax of [removed: ($0.6)] [added: ($0.1)] million, [removed: $0.5] [added: ($0.6)] million, and [removed: $0.2] [added: $0.5] million for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 1.8] [added: 0.3] | | | | [removed: (1.7] [added: 1.8] | [removed: )] | | | [removed: (0.5] [added: (1.7] | ) |

| Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of [removed: ($2.1)] [added: ($1.4)] million, [removed: ($1.5)] [added: ($2.1)] million, and [removed: ($3.3)] [added: ($1.5)] million for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 6.4] [added: 4.1] | | | | [removed: 4.7] [added: 6.4] | | | | [removed: 10.0] [added: 4.7] | |

| Changes in unfunded employee benefit obligations, net of tax of [removed: ($7.8)] [added: ($7.6)] million, [removed: $10.1] [added: ($7.8)] million, and [removed: ($19.9)] [added: $10.1] million for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 23.2] [added: 23.1] | | | | [removed: (30.2] [added: 23.2] | [removed: )] | | | [removed: 59.4] [added: (30.2] | [added: )] |

| Other comprehensive income [removed: (loss)] | | | [removed: 31.5] [added: 27.5] | | | | [removed: (27.2] [added: 31.5] | [removed: )] | | | [removed: 69.3] [added: (27.2] | [added: )] |

| Comprehensive income | | $ | [removed: 796.7] [added: 832.6] | | | $ | [removed: 1,002.6] [added: 796.7] | | | $ | [removed: 910.4] [added: 1,002.6] | |

| | | [added: 2024 | | | |] 2023 | | | | 2022 | | |

| Cash and cash equivalents | | $ | [removed: 648.0] [added: 685.0] | | | $ | [removed: 320.0] [added: 648.0] | |

| Short-term marketable debt securities [removed: ($93.5] [added: ($102.0] million and [removed: $85.2] [added: $93.5] million measured at fair value as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: December 31, 2023,] respectively) | | | [removed: 493.5] [added: 102.0] | | | | [removed: 85.2] [added: 493.5] | |

| Accounts receivable, net of allowance for credit losses and customer deductions of [removed: $13.1] [added: $20.6] million and [removed: $19.6] [added: $13.1] million as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: December 31, 2023,] respectively | | | [removed: 1,033.2] [added: 1,144.0] | | | | [removed: 1,031.8] [added: 1,033.2] | |

| Inventories | | | [removed: 1,013.1] [added: 1,124.9] | | | | [removed: 977.3] [added: 1,013.1] | |

| | February 27, 2025 |

| Net income | | $ | 805.1 | | | $ | 765.2 | | | $ | 1,029.8 | |

| | | 2024 | | | | 2023 | | |

| Net income | | $ | 805.1 | | | $ | 765.2 | | | $ | 1,029.8 | |

| Proceeds from maturities of held-to-maturity debt securities | | | 400.0 | | | | — | | | | — | |

| Share-based compensation and other | | | 320 | | | | — | | | | 51.0 | | | | 0.1 | | | | — | | | | | 51.1 | |

| Comprehensive income | | | — | | | | — | | | | — | | | | 805.1 | | | | 27.5 | | | | | 832.6 | |

| Balance at December 31, 2024 | | | 89,802 | | | $ | 0.9 | | | $ | 669.8 | | | $ | 3,776.7 | | | $ | (43.4 | ) | | | $ | 4,404.0 | |

We recognize the cost of the equity awards expected to vest over the period the awards vest and for performance units, compensation expense is recognized regardless of whether the market conditions of the respective performance unit are satisfied.

| | | 2024 | | | | 2023 | | |

| | | 2024 | | | | 2023 | | |

The last of these industrial revenue bonds matured during 2024, and there were no items outstanding for the year ended December 31, 2024.

The new guidance is required to be applied retrospectively.

The adoption of this Update did not have a significant impact on the Company’s related disclosure as reflected in Note 18, Segment Information, in this Annual Report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03 *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures* (Subtopic 220-40): *Disaggregation of Income Statement Expenses.* This ASU is intended to enhance transparency into the nature and function of expenses.

The amendments require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization, and depletion.

| | 2024 | | | | 2023 | | |

| | 2024 | | | | 2023 | | |

| | 2024 | | | | 2023 | | |

| 2029 | | | 19.5 | | | | — | |

| Thereafter | | | 52.1 | | | | — | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income | | $ | 805.1 | | | $ | 765.2 | | | $ | 1,029.8 | |

| DeRidder and other litigation (c) | | | (95.2 | ) | | | — | | | | — | |

| DeRidder and other litigation insurance recoveries (c) | | | 95.2 | | | | — | | | | — | |

On April 24, 2024, a jury for the remaining DeRidder mill lawsuit that was tried in the U.S. District Court for the Middle District of Louisiana awarded plaintiffs compensatory damages plus interest.

During the fourth quarter of 2024, the Company, certain of its insurers, and the plaintiffs agreed to settle the matter for $59.2 million.

A description of the settlement is included in Note 19, Commitments, Guarantees, Indemnifications, and Legal Proceedings for additional detail.

The remaining balance relates to other settlement amounts that are fully insured.

| Total | | $ | 12.8 | | | $ | 0.2 | | | $ | — | | | $ | 13.0 | |

| | | 2024 | | | | 2023 | | |

| Pension and postretirement benefits | | | (1.2 | ) | | | — | |

We did not recognize any adjustments to goodwill during the years ended December 31, 2024 and 2023.

| | | 2024 | | | | 2023 | | |

| DeRidder and other litigation (a) | | | 96.2 | | | | — | |

On April 24, 2024, a jury for the remaining DeRidder mill lawsuit that was tried in the U.S. District Court for the Middle District of Louisiana awarded plaintiffs compensatory damages plus interest.

During the fourth quarter of 2024, the Company, certain of its insurers, and the plaintiffs agreed to settle the matter for $59.2 million.

A description of the settlement is included in Note 19, Commitments, Guarantees, Indemnifications, and Legal Proceedings for additional detail.

The remaining balance relates to other settlement amounts that are fully insured.

| | February 29, 2024 |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on early extinguishment of debt | | | — | | | | — | | | | 56.1 | |

| Acquisition of business, net of cash acquired | | | — | | | | — | | | | (194.9 | ) |

| Balance at January 1, 2021 | | | 94,830 | | | $ | 0.9 | | | $ | 554.4 | | | $ | 2,835.5 | | | $ | (144.5 | ) | | | $ | 3,246.3 | |

| Common stock repurchases and retirements | | | (1,443 | ) | | | — | | | | (11.5 | ) | | | (181.5 | ) | | | — | | | | | (193.0 | ) |

| Share-based compensation and other | | | 247 | | | | — | | | | 37.3 | | | | (1.0 | ) | | | — | | | | | 36.3 | |

| Comprehensive income | | | — | | | | — | | | | — | | | | 841.1 | | | | 69.3 | | | | | 910.4 | |

Before October 2020, our Jackson, Alabama mill had historically operated as a UFS paper mill, with its results of operations reported in our Paper segment.

Beginning in October 2020, operating results for the Jackson mill are included in both the Packaging and Paper segments.

During the fourth quarter of 2020, in order to meet strong packaging demand and maintain appropriate inventory levels, we temporarily began producing linerboard on the No. 3 machine at our Jackson, Alabama mill.

In the first quarter of 2021, we announced the discontinuation of production of UFS paper grades on the machine and the permanent conversion of the machine to produce linerboard and other paper-to-containerboard conversion related activities.

In the third quarter of 2021, we began producing corrugating medium on the No. 1 machine at the Jackson mill (which had produced UFS paper in the past) to help satisfy our demand for containerboard, build necessary inventories, and evaluate the capability of the machine to produce containerboard on a cost-effective basis.

The production of corrugating medium on the No.1 machine has continued to date, and consequently, the operating results for the Jackson mill are included in the Packaging segment for the periods presented.

In these consolidated financial statements, certain amounts in prior periods' consolidated financial statements have been reclassified to conform with the current period presentation.

We recognize the cost of the equity awards expected to vest over the period the awards vest.

Business Combinations

The Company accounts for acquisitions under ASC 805, *Business Combinations*, ASU 2021-08, *Business Combinations* (Topic 805): *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*, and ASU 2017-01 (Topic 805): *Clarifying the Definition of a Business*.

ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, *Revenue from Contracts with Customers*.

ASU 2017-01 provides additional guidance to assist entities with evaluating whether transfers of assets and activities should be accounted for as acquisitions of assets or businesses.

Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and liabilities assumed.

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated financial statements.

Effective January 1, 2023, we adopted ASU 2021-08, *Business Combinations* (Topic 805): *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

Under prior business combination guidance in ASC 805, *Business Combinations*, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date, whereas the new guidance requires the acquirer to recognize such assets and liabilities as if it had originated the contracts.

The Company will apply the amended guidance on a prospective basis to any future business combinations.

Effective April 1, 2023, we adopted ASU 2020-04, *Reference Rate Reform* (Topic 848): *Facilitation of the Effects of Reference Rate Reform on Financial Reporting*.

ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting.

The amendments in this Update are elective and apply to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.

In January 2021, the FASB issued ASU 2021-01, which extends some of the optional expedients under Topic 848 to include derivative contracts impacted by discounting transition.

In December 2022, the FASB issued ASU 2022-06, *Reference Rate Reform* (Topic 848): *Deferral of the Sunset Date of Topic 848*, which further extends the relief offered in this series of ASUs through December 31, 2024.

Companies can apply these ASUs immediately.

The ASUs can be adopted on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or on a prospective basis to any new modification from any date within an interim period that includes or is subsequent to the date of the issuance of a final Update, up to the date that financial statements are available to be issued.

The Company's fixed-rate outstanding debt will not be impacted by the reference rate reform.

In April 2023, we amended our Senior Unsecured Credit Agreement to formally replace the LIBOR benchmark rate with the Term SOFR rate.

The amendment of this agreement and the reference rate reform did not have a significant impact on the Company's financial position or related disclosures.

| 2024 | | $ | 88.1 | | | $ | 2.7 | |

| Thereafter | | | 39.4 | | | | — | |

| Acquisition and integration-related activities (c) | | | — | | | | — | | | | (0.6 | ) |

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

During the quarter ended December 31, [removed: 2023,] [added: 2024,] there were no changes to internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, [removed: PCA's] [added: 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] based on the specified criteria.

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of the [removed: Company's] [added: Company’s] directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangements as defined in Item 408(a) of Regulation S-K.

The following information required by this Item 10 will be included in PCA’s Proxy Statement for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting”

The Company has adopted an insider trading policy which promotes compliance with insider trading, rules and regulations, and any listing standards applicable to the Company.

The trading policy applies to all directors, officers, employees, consultants, and contractors of the Company (including its subsidiaries), as well as family members who live in their household whose transactions in Company securities are directed by (or subject to the influence or control of) any such covered person.

The trading policy prohibits trading in Company securities while in possession of material, non-public information (“MNPI”) and prohibits tipping or otherwise disclosing MNPI.

A copy of our trading policy is filed as Exhibit 19.1 to this Form 10-K.

The Company has also adopted an insider trading policy addendum that applies to officers, directors and other specified individuals.

These individuals are not permitted to transact in Company securities during blackout periods specified in the policy, which generally begin 15 calendar days before the end of each calendar quarter and run through the business day after we release earnings for that quarter, subject to limited exceptions specified in the addendum.

Trades by executive officers and directors require pre-clearance from our chief executive officer and our insider trading compliance officer prior to execution.

The addendum is included with our trading policy.

*Authorization of Securities under Equity Compensation Plans —* Securities authorized for issuance under our equity compensation plans at December 31, [removed: 2023] [added: 2024] are as follows:

| Equity compensation plans approved by securityholders | | | — | | | $ | — | | | | [removed: 662,089] [added: 2,753,954] | |

Does not include [removed: 1,044,500] [added: 978,869] shares of unvested restricted stock and performance units granted pursuant to our [added: Second] Amended and Restated 1999 Long-Term Equity Incentive Plan.

| Total | | | — | | | $ | — | | | | 2,753,954 | |

| Total | | | — | | | $ | — | | | | 662,089 | |

| [removed: 4.7] [added: 4.11] | | [Officers’ Certificate, dated [removed: September 5, 2014,] [added: November 30, 2023,] pursuant to Section 301 of the Indenture establishing [removed: 3.650%] [added: 5.700%] Senior Notes due [removed: 2024.] [added: 2033.] (Incorporated herein by reference to Exhibit 4.1 to [removed: PCA’s] [added: PCA's] Current Report on Form 8-K filed [removed: September 5, 2014,] [added: November 30, 2023,] File No. [removed: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312514333019/d784171dex41.htm)] [added: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312523285607/d16849dex41.htm)] |

| 4.8 | | [removed: [3.650%] [added: [3.400%] Senior Notes due [removed: 2024] [added: 2027] (Incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.3] to PCA’s Current Report on Form 8-K filed [removed: September 5, 2014,] [added: December 13, 2017,] File No. [removed: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312514333019/d784171dex42.htm)] [added: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312517367914/d496380dex43.htm)] |

| [removed: 4.9] [added: 4.7] | | [Officer’s Certificate, dated December 13, 2017, pursuant to Section 301 of the Indenture establishing 2.450% Senior Notes due 2020 (redeemed and no longer outstanding) and 3.400% Senior Notes due 2027. (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed December 13, 2017, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312517367914/d496380dex41.htm) |

| [removed: 4.10] [added: 4.12] | | [removed: [3.400%] [added: [5.700%] Senior Notes due [removed: 2027] [added: 2033] (Incorporated herein by reference to Exhibit [removed: 4.3] [added: 4.2] to PCA’s Current Report on Form 8-K filed [removed: December 13, 2017,] [added: November 30, 2023,] File No. [removed: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312517367914/d496380dex43.htm)] [added: 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312523285607/d16849dex42.htm)] |

| [removed: 4.11] [added: 4.9] | | [Officer’s Certificate, dated September 21, 2021, pursuant to Section 301 of the Indenture establishing 3.050% Senior Notes due 2051. (Incorporated herein by reference to Exhibit 4.1 to PCA’s Current Report on Form 8-K filed September 21, 2021, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/0000075677/000119312521277858/d225216dex41.htm) |

| [removed: 4.12] [added: 4.10] | | [3.050% Senior Notes due 2051 (Incorporated herein by reference to Exhibit 4.2 to PCA’s Current Report on Form 8-K filed September 21, 2021, File No 1-15399.)](https://www.sec.gov/Archives/edgar/data/0000075677/000119312521277858/d225216dex42.htm) |

| [removed: 4.15] [added: 4.14] | | [Description of Common Stock. (Incorporated herein by reference to Exhibit 4.13 to [removed: PCA's] [added: PCA’s] Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000156459020006774/pkg-ex413_182.htm) |

| 10.6 | | [removed: [Amended] [added: [Second Amended] and Restated 1999 Long-Term Equity Incentive Plan, effective as of May [removed: 5, 2020,] [added: 8, 2024,] conformed to incorporate all amendments. (Incorporated herein by reference to Appendix [removed: A] [added: B] to [removed: PCA's] [added: PCA’s] Proxy Statement for the [removed: 2020] [added: 2024] Annual Meeting of [removed: Stockholders)*](https://www.sec.gov/Archives/edgar/data/0000075677/000119312520080666/d861725ddef14a.htm#toc861725_13)] [added: Stockholders)*](https://www.sec.gov/Archives/edgar/data/75677/000119312524079613/d701024ddef14a.htm#toc701024_15)] |

| 21.1 | | [Subsidiaries of the [removed: Registrant.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex21_1.htm)] [added: Registrant.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex21_1.htm)] |

| 23.1 | | [Consent of KPMG [removed: LLP.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex23_1.htm)] [added: LLP.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex23_1.htm)] |

| 24.1 | | [Powers of [removed: Attorney.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex24_1.htm)] [added: Attorney.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex24_1.htm)] |

| 31.1 | | [Certification of Chief Executive Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex31_1.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex31_1.htm)] |

| 31.2 | | [Certification of Chief Financial Officer, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex31_2.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex31_2.htm)] |

| 32 | | [Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex32.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex32.htm)] |

| 97 | | [Packaging Corporation of America Clawback Policy, adopted as of December 1, [removed: 2023.†](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex97.htm)] [added: 2023. (Incorporated herein by reference to Exhibit 97 to PCA’s Annual Report on Form 10-K for the year ended December 31, 2023, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000095017024022794/pkg-ex97.htm)] |

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: 29, 2024.][added: 27, 2025.]

| | | *Principal Financial Officer* [added: and *Principal Accounting Officer*] |

| [added: Robert P. Mundy] | | [removed: *Principal] [added: (Principal Financial Officer and Principal] Accounting [removed: Officer*] [added: Officer)] |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 29, 2024,] [added: 27, 2025,] by the following persons on behalf of the registrants and in the capacities indicated.

| [removed: /s/ MARK] [added: Mark] W. [removed: KOWLZAN] [added: Kowlzan] | | [added: (Principal Executive Officer)] |

| [removed: Mark] [added: /s/ MARK] W. [removed: Kowlzan] [added: KOWLZAN] | | Chairman of the Board and Chief Executive Officer |

| [removed: Robert] [added: /s/ ROBERT] P. [removed: Mundy] [added: MUNDY] | | Executive Vice President and Chief Financial Officer |

| Cheryl K. Beebe | | [removed: Director] |

| Duane [added: C.] Farrington | | [removed: Director] |

| Donna A. Harman | | [removed: Director] |

| Robert C. Lyons | | [removed: Director] |

| Samuel M. Mencoff | | [removed: Director] |

| Roger B. Porter | | [removed: Director] |

| Thomas S. Souleles | | [removed: Director] |

| Paul T. Stecko | | [removed: Director] |

| 19.1 | | [Packaging Corporation of America Insider Trading Policy adopted December 7, 2011 with Addendum applicable to certain designated persons. †](https://www.sec.gov/Archives/edgar/data/75677/000095017025028533/pkg-ex19_1.htm) |

| * | | Director |

| * | | Director |

| * | | Director |

| Karen E. Gowland | | |

| * | | Director |

| * | | Director |

| * | | Director |

| * | | Director |

| * | | Director |

| * | | Director |

| 4.13 | | [Officers' Certificate, dated November 30, 2023, pursuant to Section 301 of the Indenture establishing 5.700% Senior Notes due 2033. (Incorporated herein by reference to Exhibit 4.1 to PCA's Current Report on Form 8-K filed November 30, 2023, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312523285607/d16849dex41.htm) |

| 4.14 | | [5.700% Senior Notes due 2033 (Incorporated herein by reference to Exhibit 4.2 to PCA's Current Report on Form 8-K filed November 30, 2023, File No. 1-15399).](https://www.sec.gov/Archives/edgar/data/75677/000119312523285607/d16849dex42.htm) |

| | | /s/ PAMELA A. BARNES |

| | | Pamela A. Barnes |

| | | Senior Vice President, Finance and Controller |

| | | (Principal Executive Officer) |

| /s/ ROBERT P. MUNDY | | |

| | | (Principal Financial Officer) |

| /s/ PAMELA A. BARNES | | Senior Vice President, Finance and Controller |

| Pamela A. Barnes | | (Principal Accounting Officer) |

| * | | |

| Thomas P. Maurer | | Director |