filings.toolsItem 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This management’s discussion and analysis includes statements regarding our expectations with respect to our future performance, expected business conditions, liquidity, and capital resources. Such statements, along with any other statements that are not historical in nature, are forward-looking. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our 2024 Annual Report on Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (“SEC”). We do not assume any obligation to update any forward-looking statement. Our actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q. Please see “Forward Looking Statements” elsewhere in this Item 2.
Overview
PCA is the third largest producer of containerboard products and a leading producer of UFS paper in North America. We operate ten mills and 93 corrugated products manufacturing plants. Our containerboard mills produce linerboard and corrugating medium, which are papers primarily used in the production of corrugated products. Our corrugated products manufacturing plants produce a wide variety of corrugated packaging products, including conventional shipping containers used to protect and transport manufactured goods, multi-color boxes and displays with strong visual appeal that help to merchandise the packaged product in retail locations, and honeycomb protective packaging. In addition, we are a large producer of packaging for meat, fresh fruit and vegetables, processed food, beverages, and other industrial and consumer products. We also manufacture and sell UFS papers, including both commodity and specialty papers, which may have custom or specialized features such as colors, coatings, high brightness, and recycled content. We are headquartered in Lake Forest, Illinois and operate primarily in the United States.
On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. (“Greif”) for $1.8 billion in cash (the “Greif Acquisition”). The Greif containerboard business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States. The operating results of the Greif Acquisition are included in PCA’s results in the Packaging segment after the date of acquisition.
Included in this Item 2 are various non-GAAP financial measures, including earnings per diluted share excluding special items, net income excluding special items, earnings before non-operating pension income, interest, income taxes, and depreciation, amortization, and depletion (“EBITDA”), segment EBITDA, EBITDA excluding special items, and segment EBITDA excluding special items. 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.”
This Item 2 is intended to supplement, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Annual Report on Form 10-K.
Executive Summary
Third quarter net sales were $2.31 billion in 2025 and $2.18 billion in 2024. We reported $227 million of net income, or $2.51 per diluted share, during the third quarter of 2025, compared to $238 million, or $2.64 per diluted share, during the same period in 2024. Net income included $20 million of expense for special items in the third quarter of 2025 primarily relating to charges and costs relating to the Greif Acquisition, compared to $1 million of expense for special items in 2024. Please see “Non-GAAP Financial Measures” elsewhere in this Item 2 for a description of special items. Excluding special items, net income was $247 million, or $2.73 per diluted share, during the third quarter of 2025, compared to $239 million, or $2.65 per diluted share, in the third quarter of 2024.1 The increase was driven by improvement in legacy PCA’s earnings by $0.19 per share, partially offset by a loss of ($0.11) per share for the first month of ownership of the Greif containerboard business. The results of the acquired business included approximately $12 million of depreciation and amortization expense and $8 million of additional interest expense, primarily from new borrowings to finance the acquisition. The increase in the earnings of the legacy PCA business was driven primarily by higher prices and mix in the Packaging segment, lower fiber costs, higher prices and mix in the Paper segment and lower maintenance outage expense. These items were partially offset by higher operating costs, lower production and sales volume in the Packaging segment, higher depreciation expense, higher freight expense, higher fixed and other expense, higher interest expense and lower production volume in the Paper segment. For additional detail on special items included in reported GAAP results and other non-GAAP measures, see “Item 2. Non-GAAP Financial Measures.”
Packaging segment operating income was $328 million in the third quarter of 2025, compared to $321 million in the third quarter of 2024. Packaging segment EBITDA excluding special items was $492 million in the third quarter of 2025 compared to $446 million in the third quarter of 2024.1 The increase in EBITDA, excluding special items, was due to higher prices and mix, lower fiber costs, and lower maintenance outage expense, partially offset by higher operating and converting costs, lower production and sales volumes, higher freight and logistics expense, and higher fixed and other expense. Prices and mix reflected our 2025 price increases for containerboard and corrugated products. Corrugated volume continued to reflect the cautious ordering patterns from customers that have persisted through most of the year. Corrugated product shipments from the legacy PCA business were down 2.7% per day and down 1.1% overall, compared to the same period in 2024. Including the acquired Greif containerboard business, shipments were up 3.7% per day and 5.3% in total. During the initial month of ownership, we took extended outages at both acquired mills to make reliability and quality improvements. These outages resulted in lower production and higher maintenance expenses.
1 Net income excluding special items, earnings per diluted share excluding special items, and segment EBITDA excluding special items are non-GAAP financial measures. See “Non-GAAP Financial Measures” later in this Item 2.
Paper segment operating income was $36 million in the third quarter of 2025, compared to $39 million in the third quarter of 2024. Paper segment EBITDA excluding special items was $40 million in the third quarter of 2025, compared to $43 million in the third quarter of 2024.1 The decrease in EBITDA excluding special items was primarily due to higher operating costs and lower sales and production volumes, partially offset by higher prices and mix.
Packaging segment operating income was $952 million in the first nine months of 2025, compared to $804 million in the same period in 2024. Packaging segment EBITDA excluding special items was $1,354 million in the first nine months of 2025 compared to $1,172 million in the first nine months of 2024.1 The increase in EBITDA excluding special items was due primarily to higher prices and mix and lower fiber costs, partially offset by higher operating and converting costs, higher fixed and other costs, higher maintenance outage expenses, lower sales and production volumes, and higher freight and logistics expense.
Paper segment operating income was $97 million in the first nine months of 2025, compared to $95 million in the first nine months of 2024. Paper segment EBITDA excluding special items was $111 million in the first nine months of 2025, compared to $114 million in the same period in 2024.1 The decrease in EBITDA excluding special items was due to higher operating costs, lower sales and production volumes and higher maintenance outage expenses, partially offset by higher prices and mix, lower fixed and other costs, and lower freight and logistics expense.
Industry and Business Conditions
Trade publications reported North American industry-wide corrugated products shipments were down (1.4%) in total and (2.9%) per workday during the third quarter of 2025 compared to the same quarter of 2024. Reported industry containerboard production decreased (3.1%) compared to the third quarter of 2024. Reported industry containerboard inventories at the end of the third quarter of 2025 were approximately 2.65 million tons, up 0.8% compared to the same period in 2024. Reported containerboard export shipments were down (8.7%) compared to the third quarter of 2024. In February 2025, reported index prices increased $40 per ton for linerboard and for corrugating medium.
The market for communication papers competes heavily with electronic data transmission and document storage alternatives. Increasing shifts to these alternatives have reduced usage of traditional print media and communication papers. Trade publications reported North American UFS paper shipments were down (9.1%) in the first nine months of 2025, compared to the same period of 2024. Average prices reported by a trade publication for cut size office papers were flat in the third quarter of 2025, compared to the second quarter of 2025, and higher by $40 per ton, or 2.8%, compared to the third quarter of 2024. Reported index prices increased $30 per ton for cut size office papers and for offset printing papers in February 2025 and $10 per ton in April 2025.
Outlook
Looking ahead to the fourth quarter, we expect higher per-day corrugated product shipments in the legacy PCA business, but we will have three less shipping days than the third quarter. Export containerboard sales are expected to be higher than the third quarter, but will be relatively low when compared to traditional fourth quarter volume. Containerboard production in the legacy PCA containerboard mills will be slightly lower than the third quarter with the maintenance outage at the DeRidder mill performed and completed during October. Due to the DeRidder outage, maintenance outage expenses will be higher in the fourth quarter. We expect prices in the Packaging segment to be lower as a result of a seasonally less rich mix. We expect seasonally higher energy and fiber costs and, on the whole, freight and other operating costs to be relatively flat.
In the Paper segment, compared to the seasonally stronger third quarter, we expect lower production and sales volumes in the fourth quarter with flat pricing.
We expect the results of operations of the acquired business to improve. We will be impacted by continued lower production and higher maintenance expenses from the Massillon mill outage that continued into October. The acquired business experiences seasonally lower volumes and mix in the corrugated business during the fourth quarter compared to the third quarter. We will benefit from a full quarter of improved operations at the Riverville mill. We expect to manage our production at the acquired mills to achieve lower containerboard inventory levels appropriate for the larger, integrated system.
Considering these items, we expect fourth quarter earnings to be lower than the third quarter of 2025.
1 Net income excluding special items, earnings per diluted share excluding special items, and segment EBITDA excluding special items are non-GAAP financial measures. See “Non-GAAP Financial Measures” later in this Item 2.
Results of Operations
Three Months Ended September 30, 2025, compared to Three Months Ended September 30, 2024
The historical results of operations of PCA for the three months ended September 30, 2025 and 2024 are set forth below (dollars in millions):
| Three Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Packaging | $ | 2,128.1 | $ | 2,008.7 | $ | 119.4 | ||||||
| Paper | 161.2 | 159.3 | 1.9 | |||||||||
| Corporate and Other | 62.4 | 65.6 | (3.2 | ) | ||||||||
| Intersegment eliminations | (38.3 | ) | (51.2 | ) | 12.9 | |||||||
| Net sales | $ | 2,313.4 | $ | 2,182.4 | $ | 131.0 | ||||||
| Packaging | $ | 327.5 | $ | 320.7 | $ | 6.8 | ||||||
| Paper | 35.6 | 38.5 | (2.9 | ) | ||||||||
| Corporate and Other | (38.6 | ) | (32.1 | ) | (6.5 | ) | ||||||
| Income from operations | $ | 324.5 | $ | 327.1 | $ | (2.6 | ) | |||||
| Non-operating pension income | — | 1.2 | (1.2 | ) | ||||||||
| Interest expense, net | (19.3 | ) | (9.7 | ) | (9.6 | ) | ||||||
| Income before taxes | 305.2 | 318.6 | (13.4 | ) | ||||||||
| Income tax provision | (78.3 | ) | (80.5 | ) | 2.2 | |||||||
| Net income | $ | 226.9 | $ | 238.1 | $ | (11.2 | ) | |||||
| Non-GAAP Measures (a) | ||||||||||||
| Net income excluding special items | $ | 246.7 | $ | 238.8 | $ | 7.9 | ||||||
| Consolidated EBITDA | 477.1 | 459.8 | 17.3 | |||||||||
| Consolidated EBITDA excluding special items | 503.4 | 460.6 | 42.8 | |||||||||
| Packaging EBITDA | 471.4 | 444.8 | 26.6 | |||||||||
| Packaging EBITDA excluding special items | 491.8 | 445.6 | 46.2 | |||||||||
| Paper EBITDA | 40.1 | 43.1 | (3.0 | ) | ||||||||
| Paper EBITDA excluding special items | 40.1 | 43.1 | (3.0 | ) |
(a)
See “Non-GAAP Financial Measures” included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.
Net Sales
Net sales increased $131 million, or 6.0%, to $2,313 million during the three months ended September 30, 2025, compared to $2,182 million during the same period in 2024.
Packaging. Net sales increased $119 million, or 5.9%, to $2,128 million, compared to $2,009 million in the third quarter of 2024 due to higher volume related to the acquired business ($90 million) and higher containerboard and corrugated products prices and mix ($87 million), partially offset by lower legacy volume ($58 million). In the third quarter of 2025, export and domestic containerboard outside shipments decreased (15.5%) compared to the third quarter of 2024. Our total corrugated products shipments from the legacy PCA business were down 2.7% per day and down 1.1% overall, compared to the same period in 2024. Including the acquired business, shipments were up 3.7% per day and 5.3% in total. In the third quarter of 2025, our domestic containerboard prices were 3.3% higher, while export prices were 3.2% higher than the same period in 2024.
Paper. Net sales increased $2 million, or 1.2%, to $161 million, compared to $159 million in the third quarter of 2024, due to higher prices and mix ($3 million), partially offset by lower volume ($1 million).
Gross Profit
Gross profit decreased $1 million during the three months ended September 30, 2025, compared to the same period in 2024. The slight decrease was driven primarily by higher operating costs, lower volumes in the Packaging and Paper segment, higher fixed and other expense, and higher freight expense, largely offset by higher prices and mix in the Packaging segment, lower fiber costs, higher prices and mix in the Paper segment, and lower maintenance outage expense. In the three months ended September 30, 2025, gross profit included $19 million of special items expense related to the Greif Acquisition. In the three months ended September 30, 2024, gross profit included no significant special items.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses (“SG&A”) decreased $8 million during the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily due to lower employee-related expenses and bad debt, partially offset by higher depreciation related to the newly acquired business.
Other Income (Expense), Net
Other income (expense), net, for the three months ended September 30, 2025 and 2024 are set forth below (dollars in millions):
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Asset disposals and write-offs | $ | (12.0 | ) | $ | (11.4 | ) | ||
| DeRidder litigation and other litigation | (3.5 | ) | (2.0 | ) | ||||
| DeRidder litigation and other litigation insurance recovery | 3.5 | 2.0 | ||||||
| Facilities closure and other costs | (1.3 | ) | (0.3 | ) | ||||
| Acquisition and integration-related costs | (5.9 | ) | — | |||||
| Other | (6.3 | ) | (4.4 | ) | ||||
| Total | $ | (25.5 | ) | $ | (16.1 | ) |
We discuss these items in more detail in Note 6, Other Income (Expense), Net, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q.
Income from Operations
Income from operations decreased $3 million, or (0.8%), during the three months ended September 30, 2025, compared to the same period in 2024. The third quarter of 2025 included $26 million of special items expense related to the Greif Acquisition and corrugated facility closures, compared to $1 million of special items expense related to corrugated products facilities closure costs in the third quarter of 2024.
Packaging. Packaging segment operating income increased $7 million to $328 million, compared to $321 million during the three months ended September 30, 2024. The increase related primarily to higher containerboard and corrugated products prices and mix ($87 million), lower fiber costs ($20 million), and lower maintenance outage expenses ($1 million), partially offset by higher operating and converting costs ($35 million), lower sales and production volumes ($20 million), higher depreciation expense ($8 million), higher freight expenses ($8 million), higher fixed and other expense ($5 million) and the impact of newly acquired Greif operations ($5 million). The third quarter of 2025 included $20 million of special items expense related to the Greif Acquisition and corrugated facility closures, compared to $1 million of special items expense related to corrugated products facility costs in the third quarter of 2024.
Paper. Paper segment operating income decreased $3 million to $36 million, compared to $39 million during the three months ended September 30, 2024. The decrease primarily related to higher operating costs ($4 million), lower volumes ($1 million), and higher fixed and other expense ($1 million), partially offset by higher prices and mix ($3 million). There were no significant special items in the third quarter of 2025 or 2024.
Non-Operating Pension Income, Interest Expense, Net and Income Taxes
Non-operating pension income decreased $1 million during the three months ended September 30, 2025, compared to the same period in 2024. The decrease in non-operating pension income was related to unfavorable 2024 asset performance partially offset by favorable assumption changes.
Interest expense, net for the three months ended September 30, 2025 increased $10 million when compared to the same period in 2024. The increase in interest expense, net was primarily due to higher interest expense in 2025 as a result of the Company’s financing for the Greif Acquisition and the November 2023 debt refinancing.
During the three months ended September 30, 2025, we recorded $78 million of income tax expense, compared to $81 million of expense during the three months ended September 30, 2024. The effective tax rate for the three months ended September 30, 2025 and 2024 was 25.6% and 25.3%, respectively. The increase in our effective tax rate for the three months ended September 30, 2025 compared to the same period in 2024 was primarily due to lower estimated federal tax credits and higher nondeductible employee remuneration paid to covered employees.
On July 4, 2025, the President signed into law H.R.1, the One Big Beautiful Bill Act (“OBBBA”). For additional information regarding the impact of the OBBBA, see Note 7, Income Taxes, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q.
Nine Months Ended September 30, 2025, compared to Nine Months Ended September 30, 2024
The historical results of operations of PCA for the nine months ended September 30, 2025 and 2024 are set forth below (dollars in millions):
| Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Packaging | $ | 6,104.4 | $ | 5,715.3 | $ | 389.1 | ||||||
| Paper | 461.2 | 473.2 | (12.0 | ) | ||||||||
| Corporate and Other | 177.2 | 189.2 | (12.0 | ) | ||||||||
| Intersegment eliminations | (117.1 | ) | (140.5 | ) | 23.4 | |||||||
| Net sales | $ | 6,625.7 | $ | 6,237.2 | $ | 388.5 | ||||||
| Packaging | $ | 952.0 | $ | 804.3 | $ | 147.7 | ||||||
| Paper | 96.9 | 94.9 | 2.0 | |||||||||
| Corporate and Other | (110.4 | ) | (100.1 | ) | (10.3 | ) | ||||||
| Income from operations | $ | 938.5 | $ | 799.1 | $ | 139.4 | ||||||
| Non-operating pension income | — | 3.4 | (3.4 | ) | ||||||||
| Interest expense, net | (45.2 | ) | (29.7 | ) | (15.5 | ) | ||||||
| Income before taxes | 893.3 | 772.8 | 120.5 | |||||||||
| Income tax provision | (221.0 | ) | (188.8 | ) | (32.2 | ) | ||||||
| Net income | $ | 672.3 | $ | 584.0 | $ | 88.3 | ||||||
| Non-GAAP Measures (a) | ||||||||||||
| Net income excluding special items | $ | 679.1 | $ | 592.0 | $ | 87.1 | ||||||
| Consolidated EBITDA | 1,369.7 | 1,188.7 | 181.0 | |||||||||
| Consolidated EBITDA excluding special items | 1,375.3 | 1,197.8 | 177.5 | |||||||||
| Packaging EBITDA | 1,355.9 | 1,167.0 | 188.9 | |||||||||
| Packaging EBITDA excluding special items | 1,354.0 | 1,171.8 | 182.2 | |||||||||
| Paper EBITDA | 110.7 | 110.0 | 0.7 | |||||||||
| Paper EBITDA excluding special items | 110.7 | 114.3 | (3.6 | ) |
(a)
See “Non-GAAP Financial Measures” included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.
Net Sales
Net sales increased $389 million, or 6.2%, to $6,626 million during the nine months ended September 30, 2025, compared to $6,237 million during the same period in 2024.
Packaging. Net sales increased $389 million, or 6.8%, to $6,104 million, compared to $5,715 million in the nine months ended September 30, 2024, due to higher containerboard and corrugated products prices and mix ($298 million), higher volume related to the acquired business ($90 million), and higher legacy volume ($1 million). In the first nine months of 2025, export and domestic containerboard outside shipments decreased (5.5%) compared to the first nine months of 2024. Corrugated products shipments from the legacy PCA business were up 0.4% per day and in total, compared to the same period in 2024. Including the acquired business, shipments were up 2.7% per day and in total. In the first nine months of 2025, our domestic containerboard prices were 5.6% higher, while export prices were 8.7% higher, than the same period in 2024.
Paper. Net sales during the nine months ended September 30, 2025 decreased $12 million, or (2.5%), to $461 million, compared to $473 million in the nine months ended September 30, 2024, due to lower volume ($21 million), partially offset by higher prices and mix ($9 million).
Gross Profit
Gross profit increased $129 million during the nine months ended September 30, 2025, compared to the same period in 2024. The increase was driven primarily by higher prices and mix in the Packaging and Paper segments and lower fiber costs, partially offset by higher operating costs, higher fixed and other expense, higher maintenance outage expense, lower volume in the Packaging and Paper Segments, and higher freight expense. In the nine months ended September 30, 2025, gross profit included $23 million of special items expense related to the Greif Acquisition and corrugated facility closures. In the nine months ended September 30, 2024, gross profit included $2 million of special items expense primarily related to Jackson mill conversion-related activities.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses (“SG&A”) increased $6 million during the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to higher employee-related expenses and higher depreciation related to the newly acquired business, partially offset by lower bad debt expense.
Other Income (Expense), Net
Other income (expense), net, for the nine months ended September 30, 2025 and 2024 are set forth below (dollars in millions):
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Asset disposals and write-offs | $ | (30.8 | ) | $ | (26.9 | ) | ||
| Facilities closure and other income (costs) | 21.6 | (0.3 | ) | |||||
| DeRidder litigation and other litigation | (3.5 | ) | (127.7 | ) | ||||
| DeRidder litigation and other litigation insurance recovery | 3.5 | 127.7 | ||||||
| Acquisition and integration-related costs | (7.5 | ) | — | |||||
| Jackson mill conversion-related activities | — | (7.6 | ) | |||||
| Other | (18.0 | ) | (16.2 | ) | ||||
| Total | $ | (34.7 | ) | $ | (51.0 | ) |
We discuss these items in more detail in Note 6, Other Income (Expense), Net, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q.
Income from Operations
Income from operations increased $139 million, or 17.4%, during the nine months ended September 30, 2025, compared to the same period in 2024. The first nine months of 2025 included $9 million of special items expense related to the Greif Acquisition and corrugated facility closures, partially offset by income related to gains on sales of corrugated products facilities, compared to $11 million of expense related to Jackson mill conversion-related costs and corrugated facility closure costs in the same period in 2024.
Packaging. Packaging segment operating income increased $148 million to $952 million during the first nine months of 2025, compared to the same period last year. The increase related primarily to higher containerboard and corrugated products prices and mix ($305 million), and lower fiber costs ($47 million), partially offset by higher operating and converting costs ($106 million), higher depreciation expense ($26 million), higher fixed and other costs ($26 million), higher maintenance outage expenses ($23 million), lower sales and production volumes ($12 million), higher freight expense ($9 million), and the impact of newly acquired Greif operations ($5 million). Special items during the first nine months of 2025 included $2 million of expense related to the Greif Acquisition and corrugated facility closures, partially offset by income related to gains on sales of corrugated products facilities, compared to $5 million of expense related to Jackson mill conversion-related activities and corrugated facility closure costs in the same period in 2024.
Paper. Paper segment operating income increased $2 million to $97 million, compared to the nine months ended September 30, 2024. The increase primarily related to higher prices and mix ($9 million), lower fixed and other expenses ($1 million), and lower freight expense ($1 million), partially offset by higher operating costs ($7 million), lower sales and production volumes ($6 million), higher fiber costs ($2 million), and higher maintenance outage expenses ($1 million). Additional benefit was due to no significant special items during the first nine months of 2025, compared to $6 million of expense related to Jackson mill conversion-related activities in the same period in 2024.
Non-Operating Pension Income, Interest Expense, and Income Taxes
Non-operating pension income decreased $3 million during the nine months ended September 30, 2025, compared to the same period in 2024. The decrease in non-operating pension income was related to unfavorable 2024 asset performance partially offset by favorable assumption changes.
Interest expense, net increased $16 million during the nine months ended September 30, 2025, compared to the same period in 2024. The increase in interest expense, net was primarily due to higher interest expense in 2025 as a result of the Company’s financing for the Greif Acquisition and the November 2023 debt refinancing and lower interest income as a result of lower interest rates on lower cash balances due to the Greif Acquisition.
During the nine months ended September 30, 2025, we recorded $221 million of income tax expense, compared to $189 million of expense during the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 and 2024 was 24.7% and 24.4%, respectively. The increase in our effective tax rate for the nine months ended September 30, 2025 compared to the same period in 2024 was primarily due to lower excess tax benefits associated with employee restricted stock and performance unit vests and less favorable state law changes.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of liquidity are net cash provided by operating activities and available borrowing capacity under our revolving credit facility. At September 30, 2025, we had $634 million of cash and cash equivalents, $172 million of marketable debt securities, and $573 million of unused borrowing capacity under the revolving credit facility, net of letters of credit.
On July 31, 2025, the Company entered into two credit agreements (the “Commercial Credit Agreement” and the “Farm Credit Agreement,” collectively, the “Credit Agreements”). The Commercial Credit Agreement includes a $500 million three-year unsecured term loan facility and a $600 million unsecured revolving credit facility. The Farm Credit Agreement includes a $500 million seven-year unsecured term loan facility. The Credit Agreements were fully drawn upon on September 2, 2025. Additionally, on August 11, 2025, we issued $500 million of 5.20% senior notes due 2035 through a registered public offering and used the net proceeds received from this issuance, together with the net proceeds from our term loan facilities and cash on hand, to finance the Greif Acquisition. For more information on the Greif Acquisition financing, see Note 12, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q as well as the information provided below under “—Financing Activities” for further information. For more information on the Greif Acquisition, see Note 4, Acquisitions, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q as well as the information provided below under “—Investing Activities” for further information.
Currently, our primary uses of cash are for operations, capital expenditures, acquisitions, debt service, common stock dividends, and repurchases of common stock. We believe that net cash generated from operating activities, cash on hand, available borrowings under our revolving credit facility, and available capital through access to capital markets will be adequate to meet our liquidity and capital requirements, including payments of any declared common stock dividends, for the foreseeable future. As our debt or credit facilities become due, we will need to repay, extend, or replace such facilities. Our ability to do so will be subject to future economic conditions and financial, business, and other factors, many of which are beyond our control.
Below is a summary table of our cash flows, followed by a discussion of our sources and uses of cash through operating activities, investing activities, and financing activities (dollars in millions):
| Nine Months Ended | ||||||||||||
| September 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Net cash provided by (used for): | ||||||||||||
| Operating activities | $ | 1,110.9 | $ | 865.8 | $ | 245.1 | ||||||
| Investing activities | (2,287.4 | ) | (74.5 | ) | (2,212.9 | ) | ||||||
| Financing activities | 1,125.5 | (762.7 | ) | 1,888.2 | ||||||||
| Net (decrease) increase in cash and cash equivalents | $ | (51.0 | ) | $ | 28.6 | $ | (79.6 | ) |
Operating Activities
Our operating cash flow is primarily driven by our earnings and changes in operating assets and liabilities, such as accounts receivable, inventories, accounts payable and other accrued liabilities, as well as factors described below. Cash requirements for operating activities are subject to PCA’s operating needs and the timing of collection of receivables and payments of payables and expenses.
During the nine months ended September 30, 2025, net cash provided by operating activities was $1,111 million, compared to $866 million in the same period in 2024, an increase of $245 million. Cash from operations excluding changes in cash used for operating assets and liabilities increased $240 million primarily due to higher deferred income tax liabilities and higher income from operations in 2025. Cash from operations increased by $5 million when comparing the first nine months of 2025 to the same period in 2024 due to changes in operating assets and liabilities primarily due to the following:
a)
a net favorable change in prepaid expenses and other current assets primarily related to the establishment of a receivable for the DeRidder trial and related insurance recoveries during the first nine months of 2024 and reduction of receivables against insurance carriers during the first nine months of 2025 related to the DeRidder settlement and settlement of other litigation;
b)
a net favorable change in accounts receivable due to a smaller increase in Packaging segment accounts receivable levels during the first nine months of 2025 compared to the same period in 2024 primarily related to higher prices and sales volumes in 2024, partially offset by a stronger increase in Paper segment accounts receivable levels during the first nine months of 2025 compared to the same period in 2024 primarily related to an increase in days sales outstanding in 2025; and
c)
a net favorable change in inventories resulting from a stronger increase in Packaging segment inventory levels during the first nine months of 2024 compared to the same period in 2025 due to rising volume and certain customer inventory on hand requirements, partially offset by higher Paper segment inventory levels during the first nine months of 2025 compared to the same period in 2024 due to reduced production during the first nine months of 2024.
These favorable changes were partially offset by the following:
d)
a net unfavorable change in accrued liabilities predominantly related to the establishment of an accrued liability for the DeRidder trial in the first nine months of 2024 and reduction of accrued liabilities during the same period in 2025 related to the DeRidder settlement
and settlement of other litigation;
e)
a net unfavorable change in income taxes during the first nine months of 2025 compared to the same period in 2024 due to an increase in income tax receivables in 2025 primarily related to the reduction of taxable income during the third quarter of 2025 as a result of the bonus depreciation taken on assets acquired as part of the Greif Acquisition; and
f)
a net unfavorable change in accounts payable primarily related to a smaller increase in Packaging accounts payable levels during the first nine months of 2025 compared to the same period in 2024.
Investing Activities
We used $2,287 million for investing activities during the nine months ended September 30, 2025 compared to $75 million during the same period in 2024. We spent $510 million for internal capital investments during the nine months ended September 30, 2025, compared to $468 million during the same period in 2024. In September 2025, we completed the Greif Acquisition for a purchase price of $1,804 million, net of cash acquired.
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.
We expect capital investments in 2025 to be approximately $800 million. These expenditures could increase or decrease as a result of a number of factors, including our financial results, strategic opportunities, future economic conditions, and our regulatory compliance requirements. We currently estimate capital expenditures to comply with environmental regulations will be about $24 million in 2025. Our estimated environmental expenditures could vary significantly depending upon the enactment of new environmental laws and regulations. For additional information, see “Environmental Matters” in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report on Form 10-K.
Financing Activities
During the nine months ended September 30, 2025, net cash provided by financing activities was $1,126 million, compared to $763 million of net cash used for financing activities during the same period in 2024. We paid $337 million of dividends during the first nine months of both 2025 and 2024. In addition, we withheld shares to cover $23 million of employee restricted stock taxes during the first nine months of 2025 compared to $25 million of employee restricted stock taxes withheld during the same period in 2024. We did not have any repurchases and retirements of the Company’s common stock during both the nine month periods ended September 30, 2025 and 2024.
On July 31, 2025, the Company entered into two credit agreements (the “Commercial Credit Agreement” and the “Farm Credit Agreement,” collectively, the “Credit Agreements”). The Commercial Credit Agreement includes a $500 million three-year unsecured term loan facility and a $600 million unsecured revolving credit facility. The Farm Credit Agreements includes a $500 million seven-year unsecured term loan facility. The Credit Agreements were fully drawn upon on September 2, 2025. Additionally, on August 11, 2025, we issued $500 million of 5.20% senior notes due 2035 through a registered public offering and used the net proceeds received from this issuance, together with the net proceeds from our term loan facilities and cash on hand, to finance the Greif Acquisition. The net proceeds received from these financing activities were $1,494 million.
We paid $7 million of issuance costs, excluding lender fees, related to the Greif Acquisition financing, which includes $3 million for the bridge loan, $2 million for the Credit Agreements, and $2 million for the 5.20% senior notes due 2035.
On September 15, 2024, we used the net proceeds received from the November 2023 offering of the 5.70% senior notes due 2033 and cash on hand to repay our outstanding 3.65% senior notes due 2024. The repayment of the old 3.65% notes was $400 million excluding accrued interest.
In addition to the items discussed in Note 12, Debt, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q, see Note 10, Debt, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2024 Annual Report on Form 10-K for more information.
Contractual Obligations
There have been no material changes to the contractual obligations disclosed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report on Form 10-K.
Non-GAAP Financial Measures
Earnings per diluted share excluding special items, net income excluding special items, EBITDA, segment EBITDA, EBITDA excluding special items, and segment EBITDA excluding special items are non-GAAP financial measures. Management excludes special items, as it believes that these items are not necessarily reflective of the ongoing operations of our business. These measures are presented 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 and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. 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. Reconciliations of the non-GAAP measures to the most comparable measure reported in accordance with GAAP are detailed below.
The following table reconciles earnings per diluted share to earnings per diluted share excluding special items for the periods indicated (dollars in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Earnings per diluted share, as reported in accordance with GAAP | $ | 2.51 | $ | 2.64 | $ | 7.45 | $ | 6.48 | ||||||||
| Special items: | ||||||||||||||||
| Facilities closure and other costs (income) (a) | 0.01 | 0.01 | (0.15 | ) | 0.01 | |||||||||||
| Acquisition and integration-related costs (b) | 0.21 | — | 0.22 | — | ||||||||||||
| Jackson mill conversion-related activities (c) | — | — | — | 0.08 | ||||||||||||
| Total special items | 0.22 | 0.01 | 0.07 | 0.09 | ||||||||||||
| Earnings per diluted share, excluding special items | $ | 2.73 | $ | 2.65 | $ | 7.52 | $ | 6.57 |
(a)
For the three and nine months ended September 30, 2025, includes $1.3 million of charges and $17.5 million of income, respectively, related to the closure of certain corrugated products facilities. For the three months ended September 30, 2025, the charges were partially offset by a gain on an asset disposal related to a closed corrugated products facility. For the nine months ended September 30, 2025, the charges were completely offset by gains on sales of corrugated products facilities during the second quarter of 2025. For the three and nine months ended September 30, 2024, includes $0.9 million and $1.0 million of charges, respectively, consisting of closure costs related to corrugated products facilities. For the nine months ended September 30, 2024, these charges were partially offset by income primarily related to a favorable lease buyout for a closed corrugated products facility during the first quarter of 2024.
(b)
For the three months and nine months ended September 30, 2025, includes $25.0 million and $26.6 million, respectively, of charges and costs related to the September 2025 Greif Acquisition, including step-up of acquired inventory, integration-related expenses and transaction expenses.
(c)
For the nine months ended September 30, 2024, includes $9.7 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.
The following tables reconcile net income to net income excluding special items for the periods indicated (dollars in millions):
| Three Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Income before Taxes | Income Taxes | Net Income | Income before Taxes | Income Taxes | Net Income | |||||||||||||||||||
| As reported in accordance with GAAP | $ | 305.2 | $ | (78.3 | ) | $ | 226.9 | $ | 318.6 | $ | (80.5 | ) | $ | 238.1 | ||||||||||
| Special items: | ||||||||||||||||||||||||
| Facilities closure and other costs (d) | 1.3 | (0.3 | ) | 1.0 | 0.9 | (0.2 | ) | 0.7 | ||||||||||||||||
| Acquisition and integration-related costs (e) | 25.0 | (6.2 | ) | 18.8 | — | — | — | |||||||||||||||||
| Total special items | 26.3 | (6.5 | ) | 19.8 | 0.9 | (0.2 | ) | 0.7 | ||||||||||||||||
| Excluding special items | $ | 331.5 | $ | (84.8 | ) | $ | 246.7 | $ | 319.5 | $ | (80.7 | ) | $ | 238.8 |
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Income before Taxes | Income Taxes | Net Income | Income before Taxes | Income Taxes | Net Income | |||||||||||||||||||
| As reported in accordance with GAAP | $ | 893.3 | $ | (221.0 | ) | $ | 672.3 | $ | 772.8 | $ | (188.8 | ) | $ | 584.0 | ||||||||||
| Special items: | ||||||||||||||||||||||||
| Facilities closure and other (income) costs (d) | (17.5 | ) | 4.3 | (13.2 | ) | 1.0 | (0.3 | ) | 0.7 | |||||||||||||||
| Acquisition and integration-related costs (e) | 26.6 | (6.6 | ) | 20.0 | — | — | — | |||||||||||||||||
| Jackson mill conversion-related activities (f) | — | — | — | 9.7 | (2.4 | ) | 7.3 | |||||||||||||||||
| Total special items | 9.1 | (2.3 | ) | 6.8 | 10.7 | (2.7 | ) | 8.0 | ||||||||||||||||
| Excluding special items | $ | 902.4 | $ | (223.3 | ) | $ | 679.1 | $ | 783.5 | $ | (191.5 | ) | $ | 592.0 |
(d)
For the three and nine months ended September 30, 2025, includes charges consisting of closure costs related to corrugated products facilities. For the three months ended September 30, 2025, the charges were partially offset by a gain on an asset disposal related to a closed corrugated products facility. For the nine months ended September 30, 2025, these charges were completely offset by gains from the sales of corrugated products facilities during the second quarter of 2025. For the three and nine months ended September 30, 2024, includes charges consisting of closure costs related to corrugated products facilities. For the nine months ended September 30, 2024, these charges were partially offset by income primarily related to a favorable lease buyout for a closed corrugated products facility during the first quarter of 2024.
(e)
Includes acquisition and integration costs related to the September 2025 Greif Acquisition.
(f)
Includes items 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.
The following table reconciles net income to EBITDA and EBITDA excluding special items for the periods indicated (dollars in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income | $ | 226.9 | $ | 238.1 | $ | 672.3 | $ | 584.0 | ||||||||
| Non-operating pension income | — | (1.2 | ) | — | (3.4 | ) | ||||||||||
| Interest expense, net | 19.3 | 9.7 | 45.2 | 29.7 | ||||||||||||
| Income tax provision | 78.3 | 80.5 | 221.0 | 188.8 | ||||||||||||
| Depreciation, amortization, and depletion | 152.6 | 132.7 | 431.2 | 389.6 | ||||||||||||
| EBITDA | $ | 477.1 | $ | 459.8 | $ | 1,369.7 | $ | 1,188.7 | ||||||||
| Special items: | ||||||||||||||||
| Facilities closure and other costs (income) | 1.3 | 0.8 | (21.0 | ) | 0.8 | |||||||||||
| Acquisition and integration-related costs | 25.0 | — | 26.6 | — | ||||||||||||
| Jackson mill conversion-related activities | — | — | — | 8.3 | ||||||||||||
| Total special items | 26.3 | 0.8 | 5.6 | 9.1 | ||||||||||||
| EBITDA excluding special items | $ | 503.4 | $ | 460.6 | $ | 1,375.3 | $ | 1,197.8 |
The following table reconciles segment operating income (loss) to segment EBITDA and segment EBITDA excluding special items for the periods indicated (dollars in millions):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Packaging | ||||||||||||||||
| Segment operating income | $ | 327.5 | $ | 320.7 | $ | 952.0 | $ | 804.3 | ||||||||
| Depreciation, amortization, and depletion | 143.9 | 124.1 | 403.9 | 362.7 | ||||||||||||
| EBITDA | 471.4 | 444.8 | 1,355.9 | 1,167.0 | ||||||||||||
| Facilities closure and other costs (income) | 1.3 | 0.8 | (21.0 | ) | 0.8 | |||||||||||
| Acquisition and integration-related costs | 19.1 | — | 19.1 | — | ||||||||||||
| Jackson mill conversion-related activities | — | — | — | 4.0 | ||||||||||||
| EBITDA excluding special items | $ | 491.8 | $ | 445.6 | $ | 1,354.0 | $ | 1,171.8 | ||||||||
| Paper | ||||||||||||||||
| Segment operating income | $ | 35.6 | $ | 38.5 | $ | 96.9 | $ | 94.9 | ||||||||
| Depreciation, amortization, and depletion | 4.5 | 4.6 | 13.8 | 15.1 | ||||||||||||
| EBITDA | 40.1 | 43.1 | 110.7 | 110.0 | ||||||||||||
| Jackson mill conversion-related activities | — | — | — | 4.3 | ||||||||||||
| EBITDA excluding special items | $ | 40.1 | $ | 43.1 | $ | 110.7 | $ | 114.3 | ||||||||
| Corporate and Other | ||||||||||||||||
| Segment operating loss | $ | (38.6 | ) | $ | (32.1 | ) | $ | (110.4 | ) | $ | (100.1 | ) | ||||
| Depreciation, amortization, and depletion | 4.2 | 4.0 | 13.5 | 11.8 | ||||||||||||
| EBITDA | (34.4 | ) | (28.1 | ) | (96.9 | ) | (88.3 | ) | ||||||||
| Acquisition and integration-related costs | 5.9 | — | 7.5 | — | ||||||||||||
| EBITDA excluding special items | $ | (28.5 | ) | $ | (28.1 | ) | $ | (89.4 | ) | $ | (88.3 | ) |
Market Risk and Risk Management Policies
PCA is exposed to the impact of commodity price changes, interest rate changes, and changes in the market value of its financial instruments. To manage these risks, we may from time to time enter into transactions, including certain physical commodity transactions, that are determined to be derivatives. As of September 30, 2025, we are party to certain physical commodity transactions related to natural gas supply contracts. These contracts qualify for the normal purchase normal sale ("NPNS") exception, and we have elected that exception. For a discussion of derivatives and hedging activities, see Note 2, Summary of Significant Account Policies, of the Notes to Consolidated Financial Statements in “Part II, Item 8. Financial Statements and Supplementary Data” of our 2024 Annual Report on Form 10-K.
The interest rates on approximately 75% of PCA’s debt are fixed. A one percent increase in interest rates related to variable-rate debt would have resulted in an increase in interest expense and a corresponding decrease in income before taxes of approximately $10 million annually.
Off-Balance-Sheet Activities
The Company does not have any off-balance sheet arrangements as of September 30, 2025.
Environmental Matters
There have been no material changes to the disclosure set forth in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Matters” filed with our 2024 Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, PCA evaluates its estimates, including those related to business combinations, pensions and other postretirement benefits, goodwill and intangible assets, long-lived asset impairment, environmental liabilities, and income taxes, among others. PCA bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
PCA has included in its 2024 Annual Report on Form 10-K a discussion of its critical accounting policies and estimates which require management’s most difficult, subjective, or complex judgments used in the preparation of its consolidated financial statements. Based on management’s evaluation, except as discussed below there have not been any changes to these critical accounting estimates during the first nine months of 2025.
Business Combinations
From time to time, we may enter into material business combinations. We allocate the total purchase price of a business combination to the assets acquired and the liabilities assumed based on their estimated fair values at the acquisition date, with the excess purchase price recorded as goodwill. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values (fair value is determined using the income approach, cost approach and/or market approach) of inventory, property, plant, and equipment, identifiable intangible assets, deferred tax asset valuation allowances, and liabilities related to uncertain tax positions, among others. This method also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. Additionally, we expense any acquisition-related costs as incurred in connection with each business combination.
Significant estimates and assumptions in estimating the fair value of customer relationships and other identifiable intangible assets include future cash flows that we expect to generate from the acquired assets. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased.
New and Recently Adopted Accounting Standards
For a listing of our new and recently adopted accounting standards, see Note 2, New and Recently Adopted Accounting Standards, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in “Part I, Item 1. Financial Statements” of this Form 10-Q.
Forward-Looking Statements
Some of the statements in this Quarterly Report on Form 10-Q, and in particular, statements found in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, that are not historical in nature are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. These statements are often identified by the words “will,” “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope,” or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. These factors, risks and uncertainties include the following:
the impact of general economic conditions;
the impact of acquired businesses and risks and uncertainties regarding operation, expected benefits and integration of such businesses;
containerboard, corrugated products, and white paper general industry conditions, including competition, product demand, product pricing, and input costs;
fluctuations in wood fiber and recycled fiber costs;
fluctuations in purchased energy costs;
the possibility of unplanned outages or interruptions at our principal facilities; and
governmental, legislative or regulatory actions or requirements, particularly concerning environmental or tax matters or trade policy.
Our actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements, and accordingly, we can give no assurances that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, what impact they will have on our results of operations or financial condition. Given these uncertainties, investors are cautioned not to place undue reliance on these forward-looking statements. We expressly disclaim any obligation to publicly revise any forward-looking statements that have been made to reflect the occurrence of events after the date hereof. For a discussion of other factors, risks and uncertainties that may affect our business, see Item 1A. Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2024.
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