Item 1. FINANCIAL STATEMENTS

Packaging Corporation of America

Consolidated Statements of In****come and Comprehensive Income

(unaudited, dollars in millions, except per-share data)

		Three Months Ended
		March 31,
		2022				2021
Statements of Income:
Net sales		$	2,136.4			$	1,807.2
Cost of sales			(1,603.2	)			(1,403.5	)
Gross profit			533.2				403.7
Selling, general and administrative expenses			(161.1	)			(145.0	)
Other expense, net			(15.6	)			(20.4	)
Income from operations			356.5				238.3
Non-operating pension income			3.6				4.8
Interest expense, net			(19.8	)			(23.5	)
Income before taxes			340.3				219.6
Provision for income taxes			(86.1	)			(53.1	)
Net income		$	254.2			$	166.5
Net income per common share:
Basic		$	2.71			$	1.75
Diluted		$	2.70			$	1.75
Dividends declared per common share		$	1.00			$	1.00
Statements of Comprehensive Income:
Net income		$	254.2			$	166.5
Other comprehensive income, net of tax:
Changes in unrealized losses on marketable debt securities, net of tax of $0.4 million and $0.0 million for 2022 and 2021, respectively			(1.2	)			(0.1	)
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of ($0.3) million and ($0.8) million for 2022 and 2021, respectively			1.2				2.5
Other comprehensive income			—				2.4
Comprehensive income		$	254.2			$	168.9

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated B****alance Sheets

(unaudited, dollars and shares in millions, except per-share data)

		March 31,				December 31,
		2022				2021
ASSETS
Current assets:
Cash and cash equivalents		$	628.6			$	618.7
Short-term marketable debt securities			81.3				86.1
Accounts receivable, net of allowance for credit losses and customer deductions of $20.0 million and $14.3 million as of March 31, 2022 and December 31, 2021, respectively			1,140.7				1,071.0
Inventories			941.2				902.5
Prepaid expenses and other current assets			77.6				47.0
Federal and state income taxes receivable			—				7.4
Total current assets			2,869.4				2,732.7
Property, plant, and equipment, net			3,670.7				3,529.0
Goodwill			923.1				923.5
Other intangible assets, net			298.2				308.4
Operating lease right-of-use assets			264.4				238.3
Long-term marketable debt securities			68.5				60.0
Other long-term assets			43.5				44.9
Total assets		$	8,137.8			$	7,836.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Operating lease obligations		$	69.7			$	67.1
Finance lease obligations			1.8				1.7
Accounts payable			546.7				452.4
Dividends payable			96.9				96.3
Accrued liabilities			188.6				255.0
Accrued interest			26.0				12.3
Federal and state income taxes payable			38.2				—
Total current liabilities			967.9				884.8
Long-term liabilities:
Long-term debt			2,472.0				2,471.5
Operating lease obligations			202.6				179.3
Finance lease obligations			12.2				12.7
Deferred income taxes			488.8				465.9
Compensation and benefits			157.0				157.4
Other long-term liabilities			58.0				58.0
Total long-term liabilities			3,390.6				3,344.8
Commitments and contingent liabilities (Note 20)
Stockholders' equity:
Common stock, par value $0.01 per share, 300.0 million shares authorized, 93.7 million and 93.5 million shares issued as of March 31, 2022 and December 31, 2021, respectively			0.9				0.9
Additional paid in capital			591.7				579.4
Retained earnings			3,261.9				3,102.1
Accumulated other comprehensive loss			(75.2	)			(75.2	)
Total stockholders' equity			3,779.3				3,607.2
Total liabilities and stockholders' equity		$	8,137.8			$	7,836.8

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated Statem****ents of Cash Flows

(unaudited, dollars in millions)

		Three Months Ended
		March 31,
		2022				2021
Cash Flows from Operating Activities:
Net income		$	254.2			$	166.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization of intangibles			109.7				100.8
Amortization of deferred financing costs			0.5				0.7
Share-based compensation expense			12.3				11.6
Deferred income tax provision			22.9				12.0
Loss on asset disposals			2.8				3.7
Pension and post-retirement benefits expense, net of contributions			0.8				(0.2	)
Other, net			3.8				3.7
Changes in operating assets and liabilities:
Increase in assets —
Accounts receivable			(69.6	)			(76.2	)
Inventories			(38.8	)			(11.7	)
Prepaid expenses and other current assets			(30.1	)			(19.0	)
Increase (decrease) in liabilities —
Accounts payable			63.6				(12.3	)
Accrued liabilities			(52.4	)			(15.8	)
Federal and state income taxes payable / receivable			45.6				27.8
Net cash provided by operating activities			325.3				191.6
Cash Flows from Investing Activities:
Additions to property, plant, and equipment			(213.2	)			(85.1	)
Additions to other long-term assets			(2.4	)			(1.3	)
Proceeds from asset disposals			0.2				0.7
Purchases of marketable debt securities			(36.4	)			(31.4	)
Proceeds from sales of marketable debt securities			7.8				11.4
Proceeds from maturities of marketable debt securities			22.8				18.2
Net cash used for investing activities			(221.2	)			(87.5	)
Cash Flows from Financing Activities:
Repayments of debt and finance lease obligations			(0.4	)			(0.4	)
Common stock dividends paid			(93.6	)			(94.8	)
Shares withheld to cover employee restricted stock taxes			(0.2	)			(0.1	)
Net cash used for financing activities			(94.2	)			(95.3	)
Net increase in cash and cash equivalents			9.9				8.8
Cash and cash equivalents, beginning of period			618.7				974.6
Cash and cash equivalents, end of period		$	628.6			$	983.4

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated Statements of Cha****nges in Stockholders’ Equity

(unaudited, dollars in millions and shares in thousands)

		Common Stock								Additional Paid in				Retained				Accumulated Other Comprehensive				Total Stockholders'
		Shares				Amount				Capital				Earnings				Loss				Equity
Balance at January 1, 2022			93,539			$	0.9			$	579.4			$	3,102.1			$	(75.2	)		$	3,607.2
Common stock withheld and retired to cover taxes on vested stock awards			(1	)			—				—				(0.2	)			—				(0.2	)
Common stock dividends declared			—				—				—				(94.2	)			—				(94.2	)
Share-based compensation and other			166				—				12.3				—				—				12.3
Comprehensive income			—				—				—				254.2				—				254.2
Balance at March 31, 2022			93,704			$	0.9			$	591.7			$	3,261.9			$	(75.2	)		$	3,779.3
		Common Stock								Additional Paid in				Retained				Accumulated Other Comprehensive				Total Stockholders'
		Shares				Amount				Capital				Earnings				Loss				Equity
Balance at January 1, 2021			94,830			$	0.9			$	554.4			$	2,835.5			$	(144.5	)		$	3,246.3
Common stock withheld and retired to cover taxes on vested stock awards			(1	)			—				—				(0.1	)			—				(0.1	)
Common stock dividends declared			—				—				—				(95.5	)			—				(95.5	)
Share-based compensation and other			165				0.1				11.6				(0.1	)			—				11.6
Comprehensive income			—				—				—				166.5				2.4				168.9
Balance at March 31, 2021			94,994			$	1.0			$	566.0			$	2,906.3			$	(142.1	)		$	3,331.2

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

1. Nature of Operations and Basis of Presentation

Packaging Corporation of America ("we," "us," "our," PCA," or the "Company") was incorporated on January 25, 1999. In April 1999, PCA acquired the containerboard and corrugated packaging products business of Pactiv Corporation ("Pactiv"), formerly known as Tenneco Packaging, Inc. We are a large diverse manufacturer of both packaging and paper products. We are headquartered in Lake Forest, Illinois and we operate primarily in the United States.

We report our business in three reportable segments: Packaging, Paper, and Corporate and Other. Our Packaging segment produces a wide variety of containerboard and corrugated packaging products. The Paper segment manufactures and sells a range of communication-based papers. Corporate and Other includes support staff services and related assets and liabilities, transportation assets, and activity related to other ancillary support operations. For more information about our segments, see Note 19, Segment Information.

Our Jackson, Alabama mill had historically operated as an uncoated freesheet ("UFS") paper mill, with its results of operations reported in our Paper segment. 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. For the periods presented in this Form 10-Q, operating results for the Jackson mill are included in both the Packaging and Paper segments, as appropriate.

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

The consolidated financial statements of PCA as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 are unaudited but include all adjustments (consisting only of normal recurring adjustments) that management considers necessary for a fair presentation of such financial statements. The preparation of the consolidated financial statements involves the use of estimates and accruals. Actual results may vary from those estimates. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with Article 10 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete audited financial statements. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021.

The consolidated financial statements include the accounts of PCA and its majority-owned subsidiaries after elimination of intercompany balances and transactions.

2. New Accounting Standards

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 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. Under current business combination guidance in ASC 805, Business Combinations, such assets and liabilities are 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 ASU is effective for annual periods beginning after December 15, 2022, and interim periods within those annual periods, with early adoption permitted. The amended guidance should be applied on a prospective basis to any business combinations that occur on or after the adoption date. The Company is currently evaluating the impact of this guidance, but does not expect the guidance to have a significant impact on the Company's financial position, results of operations, or cash flow.

In March 2020, the FASB issued 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. Companies can apply the ASU immediately. The ASU 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 optional guidance will only be available until December 31, 2022. While the Company’s fixed-rate outstanding debt will not be impacted by the reference rate reform, the Company is still evaluating the impact of this guidance on its revolving credit facility, as the interest rate associated with any future borrowings against the revolving credit facility is based on LIBOR. Overall, the Company does not expect the guidance to have a significant impact on its financial position or related disclosures.

There were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

3. Revenue

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. Sales, value added, and other taxes collected concurrently with revenue-producing activities are excluded from revenue.

The following table presents our revenues disaggregated by product line (dollars in millions):

		Three Months Ended March 31,
		2022				2021
Packaging		$	1,964.5			$	1,623.6
Paper			153.5				164.6
Corporate and Other			18.4				19.0
Total revenue		$	2,136.4			$	1,807.2

Packaging Revenue

Our containerboard mills produce linerboard and corrugating medium which are papers primarily used in the production of corrugated products. The majority of our containerboard production is used internally by our corrugated products manufacturing facilities. The remaining containerboard is sold to outside domestic and export customers. Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products and retail merchandise displays. We sell corrugated products to national, regional and local accounts, which are broadly diversified across industries and geographic locations.

The Company recognizes revenue for its packaging products when performance obligations under the terms of a contract with a customer are satisfied. This occurs with the transfer of control of our products at a specific point in time. Based on our express terms and conditions of the sale of products to our customers, as well as terms included in contractual arrangements with our customers, we do not have an enforceable right of payment that includes a reasonable profit throughout the duration of the contract for products that do not have an alternative use. Revenue is recognized when the product is shipped from the mill or from our manufacturing facility to our customer. Certain customers may receive volume-based incentives, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenue recognized.

Certain customers receive a portion of their packaging products as consigned inventory with billing triggered once the customer uses or consumes the designated product. Prior to invoicing, these amounts are handled as unbilled receivables. Total unbilled receivables, which are immaterial in amount, are included in the accounts receivable financial statement caption.

Paper Revenue

We manufacture and sell a range of communication-based papers. Communication papers consist of cut-size office papers, and printing and converting papers.

The Company recognizes revenue for its paper products when performance obligations under the terms of a contract with a customer are satisfied. This occurs with the transfer of control of our products at a specific point in time. Revenue is recognized when the product is shipped from the mill or from our manufacturing facility or distribution center to our customer. Certain customers may receive volume-based incentives, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenue recognized.

Corporate and Other Revenue

Revenue in this segment primarily relates to Louisiana Timber Procurement Company, L.L.C. ("LTP"), a variable-interest entity that is 50% owned by PCA and 50% owned by Boise Cascade Company ("Boise Cascade"). PCA is the primary beneficiary of LTP and has the power to direct the activities that most significantly affect the economic performance of LTP. Therefore, we consolidate 100% of LTP in our financial statements. See Note 18, Transactions With Related Parties, for more information related to LTP.

The Company recognizes revenue within this segment when performance obligations under the terms of a contract with a customer are satisfied. This occurs with the transfer of control of our products at a specific point in time.

Practical Expedients and Exemption

Shipping and handling fees billed to a customer are recorded on a gross basis in "Net sales" with the corresponding shipping and handling costs included in "Cost of sales" in the concurrent period as the revenue is recorded. We expense sales commissions when incurred because the amortization period is one year or less. Sales commissions are recorded in "Selling, general, and administrative expenses".

We do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

4. Acquisitions

Advance Packaging Acquisition

On December 11, 2021, PCA acquired the assets of Advance Packaging Corporation ("Advance Packaging"), an independent corrugated products producer, for $194.9 million, including working capital adjustments. Assets acquired include full-line corrugated products operations in Grand Rapids, Michigan. Advance Packaging is a full-service producer of corrugated packaging products, including graphics, retail displays, sustainable shipping containers, and protective packaging. Advance Packaging's financial results are included in the Packaging segment from the date of acquisition.

The Company accounted for the Advance Packaging acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The total purchase price has been preliminarily allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values, as follows (dollars in millions):

		12/31/2021 Allocation				Adjustments				Revised Allocation
Goodwill		$	60.0			$	(0.4	)		$	59.6
Other intangible assets			50.2				—				50.2
Property, plant and equipment			66.7				0.4				67.1
Other net assets			18.0				—				18.0
Net assets acquired		$	194.9			$	—			$	194.9

The purchase price allocation above is preliminary and is subject to finalization of various valuations and assessments, primarily related to intangible assets. Our current estimates and assumptions may change as more information becomes available. We expect to finalize the valuation within the 12-month period following the acquisition date.

Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. Among the factors that contributed to the recognition of goodwill were Advance Packaging's commitment to continuous improvement and synergies, as well as the expected increases in PCA's containerboard integration levels. Goodwill is deductible for tax purposes.

Other intangible assets, primarily customer relationships, were assigned an estimated weighted average useful life of 9.7 years.

Property, plant, and equipment were assigned estimated useful lives ranging from one to 20 years.

5. Earnings Per Share

The following table sets forth the computation of basic and diluted income per common share for the periods presented (dollars and shares in millions, except per share data):

		Three Months Ended
		March 31,
Numerator:		2022				2021
Net income		$	254.2			$	166.5
Less: Distributed and undistributed earnings allocated to participating securities			(2.0	)			(1.3	)
Net income attributable to common shareholders		$	252.2			$	165.2
Denominator:
Weighted average basic common shares outstanding			92.9				94.2
Effect of dilutive securities			0.4				0.4
Weighted average diluted common shares outstanding			93.3				94.6
Basic income per common share		$	2.71			$	1.75
Diluted income per common share		$	2.70			$	1.75

6**. Other Expense, Net**

The components of other income (expense), net, were as follows (dollars in millions):

		Three Months Ended
		March 31,
		2022				2021
Asset disposals and write-offs		$	(12.7	)		$	(10.4	)
Jackson mill conversion-related activities (a)			(0.4	)			(0.5	)
Acquisition-related, facilities closure and other costs (b)			(0.4	)			(2.1	)
Other			(2.1	)			(7.4	)
Total		$	(15.6	)		$	(20.4	)

(a)

Includes charges related to the announced discontinuation of production of uncoated freesheet paper grades on the No. 3 machine at the Jackson, Alabama mill in the first quarter of 2021 associated with the permanent conversion of the machine to produce linerboard and other paper-to-containerboard conversion related activities.

(b)

For 2022, includes charges consisting of closure costs related to corrugated products facilities and acquisition and integration costs related to the December 2021 Advance Packaging Corporation acquisition. For 2021, includes charges consisting of closure costs related to corrugated products facilities.

7. Income Taxes

For the three months ended March 31, 2022 and 2021, we recorded $86.1 million and $53.1 million of income tax expense and had an effective tax rate of 25.3% and 24.2%, respectively. The increase in our effective tax rate for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to a favorable state law change during the three months ended March 31, 2021 with no corresponding favorable state law change during the three months ended March 31, 2022.

Our current effective tax rate may differ from the federal statutory income tax rate of 21.0% due primarily to the effect of state and local income taxes. During the three months ended March 31, 2022 and 2021, cash paid for taxes, net of refunds received, was $17.6 million and $13.3 million, respectively. The increase in cash tax payments between the periods is primarily due to higher 2022 forecasted taxable income.

During the three months ended March 31, 2022, there were no significant changes to our uncertain tax positions. For more information, see Note 8, Income Taxes, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2021 Annual Report on Form 10-K.

8**. Inventories**

We value our raw materials, work in process, and finished goods inventories using lower of cost, as determined by the average cost method, or net realizable value. Supplies and materials are valued at the first-in, first-out (FIFO) or average cost methods.

The components of inventories were as follows (dollars in millions):

		March 31,				December 31,
		2022				2021
Raw materials		$	354.1			$	324.2
Work in process			16.7				16.2
Finished goods			201.1				201.0
Supplies and materials			369.3				361.1
Inventories		$	941.2			$	902.5

9. Property, Plant, and Equipment

The components of property, plant, and equipment were as follows (dollars in millions):

		March 31,				December 31,
		2022				2021
Land and land improvements		$	192.9			$	189.8
Buildings			949.1				938.7
Machinery and equipment			6,248.6				6,159.1
Construction in progress			581.4				481.0
Other			121.7				102.9
Property, plant and equipment, at cost			8,093.7				7,871.5
Less accumulated depreciation			(4,423.0	)			(4,342.5	)
Property, plant, and equipment, net		$	3,670.7			$	3,529.0

Depreciation expense for the three months ended March 31, 2022 and 2021 was $98.5 million and $90.0 million, respectively. We recognized $1.1 million and $0.5 million of incremental depreciation expense during the three months ended March 31, 2022 and 2021, respectively, as a result of the Jackson mill conversion-related activities.

At March 31, 2022 and December 31, 2021, purchases of property, plant, and equipment included in accounts payable were $103.1 million and $73.6 million, respectively.

10. Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At March 31, 2022 and December 31, 2021 we had $923.1 million and $923.5 million of goodwill recorded in our Packaging segment respectively, which represents the entire goodwill balance reported on our Consolidated Balance Sheets.

Changes in the carrying amount of our goodwill are as follows (dollars in millions):

		Goodwill
Balance at January 1, 2022		$	923.5
Acquisitions (a)			(0.4	)
Balance at March 31, 2022		$	923.1

(a)

During the three months ended March 31, 2022, the Company recorded a $0.4 million adjustment to decrease the goodwill balance for the Company's December 2021 acquisition of Advanced Packaging.

Intangible Assets

Intangible assets are primarily comprised of customer relationships and trademarks and trade names.

The weighted average remaining useful life, gross carrying amount, and accumulated amortization of our intangible assets were as follows (dollars in millions):

		March 31, 2022												December 31, 2021
		Weighted Average Remaining Useful Life (in Years)				Gross Carrying Amount				Accumulated Amortization				Weighted Average Remaining Useful Life (in Years)				Gross Carrying Amount				Accumulated Amortization
Customer relationships			8.3			$	551.1			$	264.5				8.5			$	551.1			$	254.9
Trademarks and trade names			8.3				37.6				26.1				8.4				37.6				25.5
Other			2.2				4.4				4.3				2.2				4.4				4.3
Total intangible assets (excluding goodwill)			8.3			$	593.1			$	294.9				8.5			$	593.1			$	284.7

During the three months ended March 31, 2022 and 2021, amortization expense was $10.2 million and $9.6 million, respectively.

11. Accrued Liabilities

The components of accrued liabilities were as follows (dollars in millions):

		March 31,				December 31,
		2022				2021
Compensation and benefits		$	87.9			$	157.1
Customer rebates and other credits			33.7				36.9
Medical insurance and workers’ compensation			25.7				26.9
Franchise, property, sales and use taxes			22.9				17.6
Environmental liabilities and asset retirement obligations			4.3				4.0
Severance, retention, and relocation			2.6				2.7
Other			11.5				9.8
Total		$	188.6			$	255.0

12. Debt

For both the three months ended March 31, 2022 and 2021, cash payments for interest were $7.5 million.

Included in interest expense, net is the amortization of financing costs. For the three months ended March 31, 2022 and 2021, amortization of financing costs was $0.4 million and $0.5 million, respectively.

At March 31, 2022, we had $2,491.1 million of fixed-rate senior notes outstanding. The fair value of our fixed-rate debt was estimated to be $2,395.3 million. The difference between the book value and fair value is due to the difference between the period-end market interest rate and the stated rate of our fixed-rate debt. We estimated the fair value of our fixed-rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy, which is further defined in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2021 Annual Report on Form 10-K.

For more information on our long-term debt and interest rates on that debt, see Note 11, Debt, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2021 Annual Report on Form 10-K.

13. Cash, Cash Equivalents, and Marketable Debt Securities

The following table shows the Company’s cash and available-for-sale ("AFS") debt securities by major asset category at March 31, 2022 and December 31, 2021 (in millions):

		March 31, 2022
		Adjusted Cost Basis				Unrealized Gain				Unrealized Loss				Fair Value				Cash and Cash Equivalents				Short-Term Marketable Debt Securities				Long-Term Marketable Debt Securities
Cash and cash equivalents		$	627.4			$	—			$	—			$	627.4			$	627.4			$	—			$	—
Level 1 (a):
U.S. Treasury securities			22.9				—				(0.3	)			22.6				—				12.7				9.9
Money market funds			1.2				—				—				1.2				1.2				—				—
Subtotal			24.1				—				(0.3	)			23.8				1.2				12.7				9.9
Level 2 (b):
Corporate debt securities			122.3				—				(1.6	)			120.7				—				63.6				57.1
U.S. government agency securities			5.6				—				(0.1	)			5.5				—				4.0				1.5
Certificates of deposit			1.0				—				—				1.0				—				1.0				—
Subtotal			128.9				—				(1.7	)			127.2				—				68.6				58.6
Total		$	780.4			$	—			$	(2.0	)		$	778.4			$	628.6			$	81.3			$	68.5

		December 31, 2021
		Adjusted Cost Basis				Unrealized Gain				Unrealized Loss				Fair Value				Cash and Cash Equivalents				Short-Term Marketable Debt Securities				Long-Term Marketable Debt Securities
Cash and cash equivalents		$	612.3			$	—			$	—			$	612.3			$	612.3			$	—			$	—
Level 1 (a):
U.S. Treasury securities			26.4				—				(0.1	)			26.3				2.0				14.7				9.6
Money market funds			0.9				—				—				0.9				0.9				—				—
Subtotal			27.3				—				(0.1	)			27.2				2.9				14.7				9.6
Level 2 (b):
Corporate debt securities			118.9				—				(0.3	)			118.6				3.5				66.0				49.1
U.S. government agency securities			4.8				—				—				4.8				—				3.5				1.3
Certificates of deposit			1.9				—				—				1.9				—				1.9				—
Subtotal			125.6				—				(0.3	)			125.3				3.5				71.4				50.4
Total		$	765.2			$	—			$	(0.4	)		$	764.8			$	618.7			$	86.1			$	60.0

(a)

Valuations based on quoted prices for identical assets or liabilities in active markets.

(b)

Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

For both the three months ended March 31, 2022 and 2021, net realized gains and losses on the sales and maturities of certain marketable debt securities were insignificant.

The Company invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy requires securities to be investment grade and limits the amount of credit exposure to any one issuer. The maturities of the Company’s long-term marketable debt securities generally range from one to two years.

Fair values were determined for each individual marketable debt security in the investment portfolio. When evaluating a marketable debt security for impairment, PCA reviews factors such as the duration and extent to which the fair value of the marketable debt security is less than its cost, the financial condition of the issuer and any changes thereto, the general market condition in which the issuer operates, and PCA’s intent to sell, or whether it will be more likely than not be required to sell, the marketable debt security before recovery of its amortized cost basis.

As of March 31, 2022 and December 31, 2021, we do not consider any of the impairments related to our marketable debt securities to be the result of credit losses. Therefore, we have not recorded an allowance for credit losses related to our marketable debt securities. All unrealized gains and losses were recorded in other comprehensive income (OCI).

The following table provides information about the Company’s marketable debt securities that have been in a continuous loss position as of March 31, 2022 and December 31, 2021 (in millions, except number of marketable debt securities in a loss position):

		March 31, 2022												December 31, 2021
		Fair Value of Marketable Debt Securities				Number of Marketable Debt Securities in a Loss Position				Unrealized Losses				Fair Value of Marketable Debt Securities				Number of Marketable Debt Securities in a Loss Position				Unrealized Losses
Corporate debt securities (c)		$	113.7				160			$	1.6			$	106.9				153			$	0.3
U.S. Treasury securities			22.6				25				0.1				22.4				27				0.1
U.S. government agency securities			5.5				7				0.3				4.8				6				—
Certificates of deposit			1.0				2				—				0.5				1				—
		$	142.8				194			$	2.0			$	134.6				187			$	0.4

(c)

For 2022, includes one marketable debt security in a continuous loss position greater than 12 months with a fair value of $0.3 million and an insignificant amount of unrealized loss.

14. Employee Benefit Plans and Other Postretirement Benefits

The components of net periodic benefit cost for our pension plans were as follows (dollars in millions):

		Pension Plans
		Three Months Ended March 31,
		2022				2021
Service cost		$	4.9			$	5.4
Interest cost			8.7				7.4
Expected return on plan assets			(13.9	)			(15.8	)
Net amortization of unrecognized amounts
Prior service cost			0.9				1.0
Actuarial loss			0.8				2.5
Net periodic benefit cost		$	1.4			$	0.5

PCA makes pension plan contributions that are sufficient to fund its actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act (ERISA). From time to time, PCA may make additional discretionary contributions based on the funded status of the plans, tax deductibility, income from operations, and other factors. During the three months ended March 31, 2022 and 2021, payments to our nonqualified pension plans were insignificant. During both the three months ended March 31, 2022 and 2021, we did not make any contributions to our qualified pension plans. We do not have a required minimum contribution amount for 2022, but we expect to make discretionary contributions to our plans.

For both the three months ended March 31, 2022 and 2021, the net periodic benefit cost for our postretirement plans was insignificant.

15. Share-Based Compensation

The Company has a long-term equity incentive plan, which allows for grants of restricted stock, performance awards, stock appreciation rights, and stock options to directors, officers, and employees, as well as others who engage in services for PCA. On February 25, 2020, our board of directors approved and, on May 5, 2020, our stockholders approved, the amendment and restatement of the plan. The amendment extended the plan’s term to May 5, 2030 and increased the number of shares of common stock available for issuance under the plan by 1.4 million shares. The total number of shares authorized for past and future awards is 12.0 million shares.

As of March 31, 2022, assuming performance units are paid out at the target level of performance, 1.1 million shares were available for future grants under the current plan. Forfeitures are added back to the pool of shares of common stock available to be granted at a future date.

The following table presents restricted stock and performance unit award activity for the three months ended March 31, 2022:

		Restricted Stock								Performance Units
		Shares				Weighted Average Grant- Date Fair Value				Shares				Weighted Average Grant- Date Fair Value
Outstanding at January 1, 2022			651,448			$	109.16				358,092			$	105.38
Granted			170,232				145.26				96,309				154.21
Vested			(4,113	)			106.50				—				—
Forfeitures			(3,926	)			107.95				—				—
Outstanding at March 31, 2022			813,641			$	116.73				454,401			$	115.73

Compensation Expense

Our share-based compensation expense is primarily recorded in "Selling, general, and administrative expenses." Compensation expense for share-based awards recognized in the Consolidated Statements of Income, net of forfeitures, was as follows (dollars in millions):

		Three Months Ended March 31,
		2022				2021
Restricted stock		$	9.2			$	8.6
Performance units			3.1				3.0
Total share-based compensation expense			12.3				11.6
Income tax benefit			(3.1	)			(2.9	)
Share-based compensation expense, net of tax benefit		$	9.2			$	8.7

The fair value of restricted stock is determined based on the closing price of the Company’s stock on the grant date. Compensation expense, net of estimated forfeitures, is recorded over the requisite service period. As PCA’s Board of Directors has the ability to accelerate the vesting of these awards upon an employee’s retirement, the Company accelerates the recognition of compensation expense for certain employees approaching normal retirement age.

Performance unit awards granted to certain key employees are earned based on the achievement of defined performance rankings of Return on Invested Capital (ROIC) or Total Shareholder Return (TSR) compared to ROIC and TSR for peer companies. For performance unit awards made in 2022 and 2021, in terms of grant date value, 50% used TSR as the performance measure and 50% used ROIC as the performance measure. The ROIC component of performance unit awards is valued based on the closing price of the stock on the grant date. As the ROIC component contains a performance condition, compensation expense, net of estimated forfeitures, is recorded over the requisite service period based on the most probable number of awards expected to vest. The TSR component of performance unit awards is valued using a Monte Carlo simulation as the TSR component contains a market condition. The Monte Carlo simulation estimates the fair value of the TSR component based on the expected term of the award, a risk-free interest rate, expected dividends, and expected volatility of the Company’s common stock and the common stock of the peer companies. Compensation expense is recorded ratably over the expected term of the award.

The unrecognized compensation expense for all share-based awards at March 31, 2022 was as follows (dollars in millions):

		March 31, 2022
		Unrecognized Compensation Expense				Remaining Weighted Average Recognition Period (in years)
Restricted stock		$	41.2				2.9
Performance units			29.7				2.7
Total unrecognized share-based compensation expense		$	70.9				2.8

16. Stockholders' Equity

Dividends

During the three months ended March 31, 2022, we paid $93.6 million of dividends to shareholders. On February 23, 2022, PCA’s Board of Directors declared a regular quarterly cash dividend of $1.00 per share of common stock, which was paid on April 15, 2022 to shareholders of record as of March 15, 2022. The dividend payment was $93.7 million.

Repurchases of Common Stock

On January 26, 2022, PCA announced that its Board of Directors authorized the repurchase of an additional $1 billion of the Company’s outstanding common stock. Repurchases may be made from time to time in open market or privately negotiated transactions in accordance with applicable securities regulations. The timing and amount of repurchases will be determined by the Company in its discretion based on factors such as PCA’s stock price and market and business conditions.

The Company did not repurchase any shares of its common stock under this authority during the three months ended March 31, 2022. At March 31, 2022, $1 billion of the authorized amount remained available for repurchase of the Company’s common stock.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) (AOCI) by component were as follows (dollars in millions). Amounts in parentheses indicate losses:

		Unrealized Loss On Foreign Exchange Contracts				Unrealized Loss on Marketable Debt Securities				Unfunded Employee Benefit Obligations				Total
Balance at January 1, 2022		$	(0.2	)		$	(0.2	)		$	(74.8	)		$	(75.2	)
Other comprehensive income before reclassifications, net of tax			—				(1.2	)			—				(1.2	)
Amounts reclassified from AOCI, net of tax			—				—				1.2				1.2
Balance at March 31, 2022		$	(0.2	)		$	(1.4	)		$	(73.6	)		$	(75.2	)

Reclassifications out of AOCI were as follows (dollars in millions). Amounts in parentheses indicate expenses in the Consolidated Statements of Income:

		Amounts Reclassified from AOCI
		Three Months Ended March 31,
Details about AOCI Components		2022				2021
Unfunded employee benefit obligations (a)
Amortization of prior service costs		$	(0.8	)		$	(0.8	)		See (a) below
Amortization of actuarial losses			(0.7	)			(2.5	)		See (a) below
			(1.5	)			(3.3	)		Total before tax
			0.3				0.8			Tax benefit
		$	(1.2	)		$	(2.5	)		Net of tax

(a)

These AOCI components are included in the computation of net pension and postretirement benefit costs. See Note 14, Employee Benefit Plans and Other Postretirement Benefits, for additional information.

17. Concentrations of Risk

Our Paper segment has a long-standing commercial and contractual relationship with Office Depot, our largest customer in the paper business. This relationship exposes us to a significant concentration of business and financial risk. Our sales to Office Depot represent approximately 4% of our total Company sales revenue for both the three month periods ended March 31, 2022 and 2021 and approximately 58% and 45% of our Paper segment sales revenue for both of those periods, respectively. For the full year 2021, sales to Office Depot represented 51% of our Paper segment sales. At March 31, 2022 and December 31, 2021, we had $54.8 million and $49.8 million of accounts receivable due from Office Depot, respectively, which represents approximately 5% and 4% of our total Company accounts receivable, respectively.

18. Transactions With Related Parties

Louisiana Timber Procurement Company, L.L.C. ("LTP") is a variable-interest entity that is 50% owned by PCA and 50% owned by Boise Cascade Company ("Boise Cascade"). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of PCA and Boise Cascade in Louisiana. PCA is the primary beneficiary of LTP and has the power to direct the activities that most significantly affect the economic performance of LTP. Therefore, we consolidate 100% of LTP in our financial statements in our Corporate and Other segment. The carrying amounts of LTP's assets and liabilities (which relate primarily to non-inventory working capital items) on our Consolidated Balance Sheets were $3.0 million at March 31, 2022 and $3.5 million at December 31, 2021. During the three months ended March 31, 2022 and 2021, we recorded $20.8 million and $20.3 million, respectively, of LTP sales to Boise Cascade in "Net Sales" in the Consolidated Statements of Income and approximately the same amount of expenses in "Cost of Sales".

During the three months ended March 31, 2022 and 2021, fiber purchases from related parties were $3.8 million and $3.3 million**,** respectively. Most of these purchases related to chip and log purchases by LTP from Boise Cascade's wood products business. These purchases are recorded in "Cost of Sales" in the Consolidated Statements of Income.

19. Segment Information

We report our business in three reportable segments: Packaging, Paper, and Corporate and Other. These segments represent distinct businesses that are managed separately because of differing products and services. Each of these businesses requires distinct operating and marketing strategies.

Our Jackson, Alabama mill had historically operated as a UFS mill, with its results of operations reported in our Paper segment. 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. For the periods presented, operating results for the Jackson mill are included in both the Packaging and Paper segments, as appropriate.

Each segment’s profits and losses are measured on operating profits before interest expense, net, non-operating pension income, and income taxes. For certain allocated expenses, the related assets and liabilities remain in the Corporate and Other segment.

Selected financial information by reportable segment was as follows (dollars in millions):

		Sales, net
Three Months Ended March 31, 2022		Trade				Intersegment				Total				Operating Income (Loss)
Packaging		$	1,960.0			$	4.5			$	1,964.5			$	362.2		(a)
Paper			153.5				—				153.5				22.4		(a)
Corporate and Other			22.9				35.4				58.3				(28.1	)
Intersegment eliminations			—				(39.9	)			(39.9	)			—
		$	2,136.4			$	—			$	2,136.4				356.5
Non-operating pension income															3.6
Interest expense, net															(19.8	)
Income before taxes														$	340.3

		Sales, net
Three Months Ended March 31, 2021		Trade				Intersegment				Total				Operating Income (Loss)
Packaging		$	1,619.8			$	3.8			$	1,623.6			$	257.9		(b)
Paper			164.4				0.2				164.6				8.7		(b)
Corporate and Other			23.0				32.4				55.4				(28.3	)
Intersegment eliminations			—				(36.4	)			(36.4	)			—
		$	1,807.2			$	—			$	1,807.2				238.3
Non-operating pension income															4.8
Interest expense, net															(23.5	)
Income before taxes														$	219.6

(a)	The three months ended March 31, 2022 include the following:
	1.	$1.5 million of charges related to the announced discontinuation of production of UFS 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.
	2.	$0.6 million of charges consisting of closure costs related to corrugated products facilities and acquisition and integration costs related to the December 2021 Advance Packaging Corporation acquisition.
(b)	The three months ended March 31, 2021 include the following:
	1.	$2.1 million of charges consisting of closure costs related to corrugated products facilities.
	2.	$1.1 million of charges related to the announced discontinuation of UFS paper grades on the No. 3 machine at the Jackson, Alabama mill in the first quarter of 2021 associated with the permanent conversion of the machine to produce linerboard and other paper-to-containerboard conversion related activities.

20**. Commitments, Guarantees, Indemnifications and Legal Proceedings**

We have financial commitments and obligations that arise in the ordinary course of our business. These include long-term debt, capital commitments, lease obligations, and purchase commitments for goods and services, and legal proceedings, all of which are discussed in Note 11, Debt, and Note 21, Commitments, Guarantees, Indemnifications, and Legal Proceedings, of the Notes to Consolidated Financial Statements in "Part II, Item 8. Financial Statements and Supplementary Data" of our 2021 Annual Report on Form 10-K.

Guarantees and Indemnifications

We provide guarantees, indemnifications, and other assurances to third parties in the normal course of our business. These include tort indemnifications, product guarantees, environmental assurances, and representations and warranties in commercial agreements. At March 31, 2022, we are not aware of any material liabilities arising from any guarantee, indemnification, or financial assurance we have provided. If we determined such a liability was probable and subject to reasonable determination, we would accrue for it at that time.

DeRidder Mill Incident

On February 8, 2017, a tank located in the pulp mill at the Company's DeRidder, Louisiana facility exploded, resulting in three contractor fatalities and other injuries. The Company has been served with multiple lawsuits involving the decedents and other allegedly injured parties, alleging negligence on the part of the Company and claiming compensatory and punitive damages. The Company is vigorously defending these lawsuits. The Company believes that these suits are covered by its liability insurance policies, subject to an aggregate $1.0 million deductible, which has been satisfied in full as a result of settlement of various lawsuits and fees and expenses incurred by the Company. Cases involving nine plaintiffs are pending in the U.S. District Court for the Middle District of Louisiana and one case remains pending in state court in Alabama. One case previously dismissed by the federal district court for the Western District of Louisiana has been appealed by the plaintiff to the United States Court of Appeals for the Fifth Circuit. The remaining lawsuits pending in federal district court and state court are in the early stages. Accordingly, the Company is unable to estimate a range of reasonable possible losses at this time.

The Company has cooperated with investigations from the U.S. Occupational Health and Safety Administration ("OSHA"), the U.S. Chemical Safety Board ("CSB") and the U.S. Environmental Protection Agency ("EPA"). The U.S. Chemical Safety Board completed its investigation and issued its report during the second quarter of 2018. The Company settled with OSHA during the second quarter of 2018 and paid approximately $40,000 in penalties for citations.

The EPA investigation is ongoing. In May 2017, the EPA conducted an on-site inspection of the facility to assess compliance with the Clean Air Act, Risk Management Program ("RMP"). The Company provided additional information to the EPA promptly after the inspection to address certain areas of concern ("AOCs") observed during the inspection. In January 2021, the EPA and U.S. Department of Justice ("DOJ") initiated civil judicial enforcement discussions with PCA. These discussions are ongoing. As of the date of filing of this report, no complaint has been filed. PCA continues to cooperate with the agencies. Since the inspection in 2017, PCA performed several voluntary activities to address the AOCs presented in the EPA’s inspection report and has removed the RMP covered process from the facility.

Legal Proceedings

We are also a party to various legal actions arising in the ordinary course of our business. These legal actions include commercial liability claims, premises liability claims, and employment-related claims, among others. As of the date of this filing, we believe it is not reasonably possible that any of the legal actions against us will, either individually or in the aggregate, have a material adverse effect on our financial condition, results of operations, or cash flows.