PACKAGING CORP OF AMERICA - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


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

For the transition period from to

Commission file number 1-15399

(Exact Name of Registrant as Specified in its Charter)


Delaware		36-4277050
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1 North Field Court, Lake Forest, Illinois		60045
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code

(847) 482-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Emerging growth company	☐

Non-accelerated filer	☐	Smaller reporting company	☐

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

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

As of July 29, 2022 the Registrant had outstanding 93,739,929 shares of common stock, par value $0.01 per share.

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PKG	New York Stock Exchange

Table of Contents


	PART I

Item 1.	Financial Statements	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

	PART II

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

All reports we file with the Securities and Exchange Commission (SEC) are available free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request and make electronic copies of our reports available through our website at www.packagingcorp.com as soon as reasonably practicable after filing such material with the SEC.

PART I

FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Packaging Corporation of America

Consolidated Statements of Income and Comprehensive Income

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Statements of Income:
Net sales	$	2,237.3		$	1,879.9		$	4,373.7		$	3,687.0
Cost of sales		(1,648.5	)		(1,431.1	)		(3,251.7	)		(2,834.5	)
Gross profit		588.8			448.8			1,122.0			852.5
Selling, general and administrative expenses		(156.7	)		(146.3	)		(317.7	)		(291.3	)
Other expense, net		(16.3	)		(7.9	)		(31.9	)		(28.3	)
Income from operations		415.8			294.6			772.4			532.9
Non-operating pension income		3.6			5.0			7.3			9.8
Interest expense, net		(18.8	)		(24.9	)		(38.7	)		(48.4	)
Income before taxes		400.6			274.7			741.0			494.3
Provision for income taxes		(99.1	)		(67.4	)		(185.3	)		(120.5	)
Net income	$	301.5		$	207.3		$	555.7		$	373.8
Net income per common share:
Basic	$	3.22		$	2.18		$	5.93		$	3.94
Diluted	$	3.20		$	2.17		$	5.91		$	3.92
Dividends declared per common share	$	1.25		$	1.00		$	2.25		$	2.00
Statements of Comprehensive Income:
Net income	$	301.5		$	207.3		$	555.7		$	373.8
Other comprehensive income, net of tax:
Changes in unrealized losses on marketable debt securities, net of tax of $0.1 million, $0.0 million, $0.5 million, and $0.1 million		(0.3	)		(0.1	)		(1.5	)		(0.2	)
Amortization of pension and postretirement plans actuarial loss and prior service cost, net of tax of ($0.4) million, ($0.8) million, ($0.7) million, and ($1.7) million		1.1			2.5			2.3			5.0
Other comprehensive income		0.8			2.4			0.8			4.8
Comprehensive income	$	302.3		$	209.7		$	556.5		$	378.6

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated Balance Sheets

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


	June 30,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	667.3		$	618.7
Short-term marketable debt securities		82.3			86.1
Accounts receivable, net of allowance for credit losses and customer deductions of $21.3 million and $14.3 million as of June 30, 2022 and December 31, 2021, respectively		1,212.0			1,071.0
Inventories		954.2			902.5
Prepaid expenses and other current assets		74.6			47.0
Federal and state income taxes receivable		—			7.4
Total current assets		2,990.4			2,732.7
Property, plant, and equipment, net		3,762.9			3,529.0
Goodwill		922.5			923.5
Other intangible assets, net		287.3			308.4
Operating lease right-of-use assets		273.8			238.3
Long-term marketable debt securities		61.2			60.0
Other long-term assets		42.5			44.9
Total assets	$	8,340.6		$	7,836.8
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Operating lease obligations	$	69.3		$	67.1
Finance lease obligations		1.8			1.7
Accounts payable		528.2			452.4
Dividends payable		120.2			96.3
Accrued liabilities		236.7			255.0
Accrued interest		11.7			12.3
Federal and state income taxes payable		5.0			—
Total current liabilities		972.9			884.8
Long-term liabilities:
Long-term debt		2,472.6			2,471.5
Operating lease obligations		210.9			179.3
Finance lease obligations		11.7			12.7
Deferred income taxes		495.1			465.9
Compensation and benefits		153.2			157.4
Other long-term liabilities		59.7			58.0
Total long-term liabilities		3,403.2			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 June 30, 2022 and December 31, 2021, respectively		0.9			0.9
Additional paid in capital		601.0			579.4
Retained earnings		3,437.0			3,102.1
Accumulated other comprehensive loss		(74.4	)		(75.2	)
Total stockholders' equity		3,964.5			3,607.2
Total liabilities and stockholders' equity	$	8,340.6		$	7,836.8

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated Statements of Cash Flows

(unaudited, dollars in millions)


	Six Months Ended
	June 30,
	2022			2021
Cash Flows from Operating Activities:
Net income	$	555.7		$	373.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, and amortization of intangibles		224.0			205.5
Amortization of deferred financing costs		1.0			1.3
Share-based compensation expense		21.6			20.1
Deferred income tax provision		28.8			14.3
Loss on asset disposals		12.1			5.4
Pension and post-retirement benefits expense, net of contributions		1.7			(0.3	)
Other, net		0.2			4.2
Changes in operating assets and liabilities:
Increase in assets —
Accounts receivable		(140.9	)		(149.0	)
Inventories		(51.7	)		(39.4	)
Prepaid expenses and other current assets		(27.3	)		(34.7	)
Increase (decrease) in liabilities —
Accounts payable		25.1			(2.7	)
Accrued liabilities		(18.3	)		15.4
Federal and state income taxes payable / receivable		12.3			5.9
Net cash provided by operating activities		644.3			419.8
Cash Flows from Investing Activities:
Additions to property, plant, and equipment		(397.5	)		(216.5	)
Additions to other long-term assets		(2.6	)		(1.6	)
Proceeds from asset disposals		0.4			2.4
Purchases of marketable debt securities		(64.2	)		(65.7	)
Proceeds from sales of marketable debt securities		19.9			12.9
Proceeds from maturities of marketable debt securities		44.0			48.3
Other, net		1.9			—
Net cash used for investing activities		(398.1	)		(220.2	)
Cash Flows from Financing Activities:
Repayments of debt and finance lease obligations		(0.9	)		(0.8	)
Financing costs paid		—			(0.9	)
Common stock dividends paid		(187.2	)		(189.8	)
Shares withheld to cover employee restricted stock taxes		(9.5	)		(10.5	)
Net cash used for financing activities		(197.6	)		(202.0	)
Net increase (decrease) in cash and cash equivalents		48.6			(2.4	)
Cash and cash equivalents, beginning of period		618.7			974.6
Cash and cash equivalents, end of period	$	667.3		$	972.2

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

Packaging Corporation of America

Consolidated Statements of Changes 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 April 1, 2022		93,704		$	0.9		$	591.7		$	3,261.9		$	(75.2	)	$	3,779.3
Common stock withheld and retired to cover taxes on vested stock awards		(66	)		—			(0.5	)		(8.7	)		—			(9.2	)
Common stock dividends declared		—			—			—			(117.7	)		—			(117.7	)
Share-based compensation and other		48			—			9.8			—			—			9.8
Comprehensive income		—			—			—			301.5			0.8			302.3
Balance at June 30, 2022		93,686		$	0.9		$	601.0		$	3,437.0		$	(74.4	)	$	3,964.5


	Common Stock						Additional Paid in			Retained			Accumulated Other Comprehensive			Total Stockholders'
	Shares			Amount			Capital			Earnings			Loss			Equity
Balance at April 1, 2021		94,994		$	1.0		$	566.0		$	2,906.3		$	(142.1	)	$	3,331.2
Common stock withheld and retired to cover taxes on vested stock awards		(76	)		(0.1	)		(0.6	)		(9.7	)		—			(10.4	)
Common stock dividends declared		—			—			—			(95.4	)		—			(95.4	)
Share-based compensation and other		61			0.1			9.1			—			—			9.2
Comprehensive income		—			—			—			207.3			2.4			209.7
Balance at June 30, 2021		94,979		$	1.0		$	574.5		$	3,008.5		$	(139.7	)	$	3,444.3


	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		(67	)		—			(0.6	)		(8.9	)		—			(9.5	)
Common stock dividends declared		—			—			—			(211.9	)		—			(211.9	)
Share-based compensation and other		214			—			22.2			—			—			22.2
Comprehensive income		—			—			—			555.7			0.8			556.5
Balance at June 30, 2022		93,686		$	0.9		$	601.0		$	3,437.0		$	(74.4	)	$	3,964.5


	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		(77	)		(0.1	)		(0.6	)		(9.8	)		—			(10.5	)
Common stock dividends declared		—			—			—			(190.9	)		—			(190.9	)
Share-based compensation and other		226			0.2			20.7			(0.1	)		—			20.8
Comprehensive income		—			—			—			373.8			4.8			378.6
Balance at June 30, 2021		94,979		$	1.0		$	574.5		$	3,008.5		$	(139.7	)	$	3,444.3

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.

The consolidated financial statements of PCA as of June 30, 2022 and for the three and six months ended June 30, 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 and six months ended June 30, 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 June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Packaging	$	2,066.9	$	1,718.5	$	4,031.3	$	3,342.1
Paper		149.8		142.3		303.3		306.8
Corporate and Other		20.6		19.1		39.1		38.1
Total revenue	$	2,237.3	$	1,879.9	$	4,373.7	$	3,687.0

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.

During the second quarter of 2022, we received $1.9 million from the seller related to a final working capital adjustment. We recorded the adjustment as a decrease to goodwill, which decreased the purchase price to $193.0 million.

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	$	(1.0	)	$	59.0
Other intangible assets		50.2		(1.4	)		48.8
Property, plant and equipment		66.7		0.5			67.2
Other net assets		18.0		—			18.0
Net assets acquired	$	194.9	$	(1.9	)	$	193.0

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 12.8 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						Six Months Ended
	June 30,						June 30,
Numerator:	2022			2021			2022			2021
Net income	$	301.5		$	207.3		$	555.7		$	373.8
Less: Distributed and undistributed earnings allocated to participating securities		(2.6	)		(1.8	)		(4.6	)		(3.1	)
Net income attributable to common shareholders	$	298.9		$	205.5		$	551.1		$	370.7
Denominator:
Weighted average basic common shares outstanding		92.9			94.2			92.9			94.2
Effect of dilutive securities		0.5			0.4			0.4			0.4
Weighted average diluted common shares outstanding		93.4			94.6			93.3			94.6
Basic income per common share	$	3.22		$	2.18		$	5.93		$	3.94
Diluted income per common share	$	3.20		$	2.17		$	5.91		$	3.92

6. Other Expense, Net

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


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Asset disposals and write-offs	$	(13.8	)	$	(9.0	)	$	(26.4	)	$	(19.9	)
Jackson mill conversion-related activities (a)		(1.7	)		(2.4	)		(2.1	)		(2.9	)
Acquisition-related, facilities closure and other income (b)		0.5			5.5			0.1			3.4
Other		(1.3	)		(2.0	)		(3.5	)		(8.9	)
Total	$	(16.3	)	$	(7.9	)	$	(31.9	)	$	(28.3	)

(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 income primarily consisting of insurance proceeds received for a natural disaster at one of the corrugated products facilities, partially offset by closure costs related to corrugated products facilities and acquisition and integration costs related to the December 2021 Advance Packaging Corporation acquisition. For 2021, includes income primarily consisting of an adjustment of the required asset retirement obligation related to the 2020 closure of the San Lorenzo, California facility, a gain on sale of transportation assets, and insurance proceeds received for a natural disaster at one of the corrugated products facilities, partially offset by closure costs related to corrugated products facilities.

7. Income Taxes

For the three months ended June 30, 2022 and 2021, we recorded $99.1 million and $67.4 million of income tax expense and had an effective tax rate of 24.7% and 24.5%, respectively. The increase in our effective tax rate for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to higher nondeductible employee remuneration paid to covered employees.

For the six months ended June 30, 2022 and 2021, we recorded $185.3 and $120.5 million of income tax expense and had an effective tax rate of 25.0% and 24.4%, respectively. The increase in our effective tax rate for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to higher nondeductible employee remuneration paid to covered employees and lower net favorable state tax law changes.

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 six months ended June 30, 2022 and 2021, cash paid for taxes, net of refunds received, was $144.2 million and $100.4 million, respectively. The increase in cash tax payments between the periods is primarily due to higher 2022 forecasted taxable income.

During the three and six months ended June 30, 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):


	June 30,		December 31,
	2022		2021
Raw materials	$	340.1	$	324.2
Work in process		19.0		16.2
Finished goods		211.1		201.0
Supplies and materials		384.0		361.1
Inventories	$	954.2	$	902.5

9. Property, Plant, and Equipment

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


	June 30,			December 31,
	2022			2021
Land and land improvements	$	192.5		$	189.8
Buildings		973.6			938.7
Machinery and equipment		6,359.6			6,159.1
Construction in progress		607.0			481.0
Other		122.2			102.9
Property, plant and equipment, at cost		8,254.9			7,871.5
Less accumulated depreciation		(4,492.0	)		(4,342.5	)
Property, plant, and equipment, net	$	3,762.9		$	3,529.0

Depreciation expense for the three months ended June 30, 2022 and 2021 was $103.5 million and $94.5 million, respectively. During the six months ended June 30, 2022 and 2021, depreciation expense was $202.1 million and $184.5 million, respectively. We recognized $1.7 million of incremental depreciation expense during the six months ended June 30, 2022 as a result of Jackson mill conversion-related activities. We recognized $2.1 million of incremental depreciation expense during the six months ended June 30, 2021 as a result of closure costs related to corrugated products facilities and Jackson mill conversion-related activities.

At June 30, 2022 and December 31, 2021, purchases of property, plant, and equipment included in accounts payable were $118.3 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 June 30, 2022 and December 31, 2021 we had $922.5 million and $923.5 million, respectively, of goodwill recorded in our Packaging segment, 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)		(1.0	)
Balance at June 30, 2022	$	922.5

(a)

During the six months ended June 30, 2022, the Company recorded a $1.0 million adjustment to decrease the goodwill balance for the Company's December 2021 acquisition of Advance 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):


	June 30, 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 (b)		8.6	$	546.0	$	273.0		8.5	$	551.1	$	254.9
Trademarks and trade names (b)		7.4		41.3		27.2		8.4		37.6		25.5
Other (b)		3.6		4.5		4.3		2.2		4.4		4.3
Total intangible assets (excluding goodwill)		8.6	$	591.8	$	304.5		8.5	$	593.1	$	284.7

(b)

In connection with the December 2021 acquisition of Advance Packaging, the Company recorded intangible assets of $47.3 million for customer relationships, $2.8 million for trade names, and $0.1 million for other intangibles. During the three months ended June 30, 2022, the Company made a $1.4 million net adjustment based on the valuation received for the intangible assets. This adjustment resulted in a revision to the original allocations for customer relationships and trade names. As of June 30, 2022, the revised allocations for customer relationships and trade names are $42.2 million and $6.5 million, respectively.

During the six months ended June 30, 2022 and 2021, amortization expense was $19.8 million and $18.9 million, respectively.

11. Accrued Liabilities

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


	June 30,		December 31,
	2022		2021
Compensation and benefits	$	127.3	$	157.1
Customer rebates and other credits		36.3		36.9
Franchise, property, sales and use taxes		27.2		17.6
Medical insurance and workers’ compensation		25.9		26.9
Environmental liabilities and asset retirement obligations		4.3		4.0
Severance, retention, and relocation		2.9		2.7
Other		12.8		9.8
Total	$	236.7	$	255.0

12. Debt

For the six months ended June 30, 2022 and 2021, cash payments for interest were $43.1 million and $47.8 million, respectively.

Included in interest expense, net is the amortization of financing costs. For the three months ended June 30, 2022 and 2021, amortization of financing costs was $0.4 million and $0.5 million, respectively, and during the six months ended June 30, 2022 and 2021, amortization of financing costs was $0.8 million and $1.0 million, respectively.

At June 30, 2022, we had $2,491.3 million of fixed-rate senior notes outstanding. The fair value of our fixed-rate debt was estimated to be $2,151.3 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 June 30, 2022 and December 31, 2021 (in millions):


	June 30, 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	$	659.9	$	—	$	—		$	659.9	$	659.9	$	—	$	—
Level 1 (a):
U.S. Treasury securities		23.0		—		(0.4	)		22.6		0.6		12.4		9.6
Money market funds		4.3		—		—			4.3		4.3		—		—
Subtotal		27.3		—		(0.4	)		26.9		4.9		12.4		9.6
Level 2 (b):
Corporate debt securities		120.9		—		(1.9	)		119.0		2.0		66.2		50.8
U.S. government agency securities		4.0		—		—			4.0		—		3.2		0.8
Certificates of deposit		1.0		—		—			1.0		0.5		0.5		—
Subtotal		125.9		—		(1.9	)		124.0		2.5		69.9		51.6
Total	$	813.1	$	—	$	(2.3	)	$	810.8	$	667.3	$	82.3	$	61.2


	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 the three and six months ended June 30, 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 June 30, 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 June 30, 2022 and December 31, 2021 (in millions, except number of marketable debt securities in a loss position):


	June 30, 2022
	Fair Value of Marketable Debt Securities in a Loss Position < 12 Months		Number of Marketable Debt Securities in a Loss Position < 12 Months		Unrealized Losses < 12 Months		Fair Value of Marketable Debt Securities in a Loss Position ≥ 12 Months		Number of Marketable Debt Securities in a Loss Position ≥ 12 Months		Unrealized Losses ≥ 12 Months (c)
Corporate debt securities	$	112.7		176	$	1.9	$	0.3		1	$	—
U.S. Treasury securities		20.8		23		0.4		1.0		1		—
U.S. government agency securities		4.0		6		—		—		—		—
Certificates of deposit		0.5		1		—		—		—		—
	$	138.0		206	$	2.3	$	1.3		2	$	—

(c)

Unrealized losses were insignificant for debt securities in a continuous loss position greater than or equal to 12 months for the period ended June 30, 2022.


	December 31, 2021
	Fair Value of Marketable Debt Securities		Number of Marketable Debt Securities in a Loss Position		Unrealized Losses (d)
Corporate debt securities	$	106.9		153	$	0.3
U.S. Treasury securities		22.4		27		0.1
U.S. government agency securities		4.8		6		—
Certificates of deposit		0.5		1		—
	$	134.6		187	$	0.4

(d)

For the period ended December 31, 2021, there were no debt securities in a continuous loss position greater than or equal to 12 months.

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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Service cost	$	4.9		$	5.4		$	9.9		$	10.7
Interest cost		8.7			7.4			17.4			14.9
Expected return on plan assets		(13.9	)		(15.8	)		(27.9	)		(31.6	)
Net amortization of unrecognized amounts
Prior service cost		0.9			1.0			1.8			1.9
Actuarial loss		0.8			2.5			1.7			5.0
Net periodic benefit cost	$	1.4		$	0.5		$	2.9		$	0.9

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 and six months ended June 30, 2022 and 2021, payments to our nonqualified pension plans were insignificant. During the three and six months ended June 30, 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 the three and six months ended June 30, 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 June 30, 2022, assuming performance units are paid out at the target level of performance, 1.0 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 six months ended June 30, 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		175,047			145.63		96,309			154.21
Vested (a)		(146,093	)		115.78		(42,024	)		141.62
Forfeitures		(6,651	)		111.31		(256	)		145.26
Outstanding at June 30, 2022		673,751		$	117.18		412,121		$	113.07

(a)

Upon vesting of the performance unit awards, PCA issued 46,281 shares, which included 4,257 shares for dividends accrued during the vesting period.

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 June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Restricted stock	$	5.4		$	5.9		$	14.7		$	14.5
Performance units		3.8			2.5			6.9			5.6
Total share-based compensation expense		9.2			8.4			21.6			20.1
Income tax benefit		(2.3	)		(2.1	)		(5.5	)		(5.1	)
Share-based compensation expense, net of tax benefit	$	6.9		$	6.3		$	16.1		$	15.0

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 June 30, 2022 was as follows (dollars in millions):


	June 30, 2022
	Unrecognized Compensation Expense		Remaining Weighted Average Recognition Period (in years)
Restricted stock	$	36.4		2.8
Performance units		25.9		2.5
Total unrecognized share-based compensation expense	$	62.3		2.7

16. Stockholders' Equity

Dividends

During the six months ended June 30, 2022, we paid $187.2 million of dividends to shareholders. During the second quarter of 2022, PCA announced an increase of its quarterly cash dividend on its common stock from an annual rate of $4.00 per share to $5.00 per share. PCA’s Board of Directors declared the first regular quarterly cash dividend of $1.25 per share of common stock on May 17, 2022, which was paid on July 15, 2022 to shareholders of record as of June 15, 2022. The dividend payment was $117.1 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 and six months ended June 30, 2022. At June 30, 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		—			(1.5	)		—			(1.5	)
Amounts reclassified from AOCI, net of tax		—			—			2.3			2.3
Balance at June 30, 2022	$	(0.2	)	$	(1.7	)	$	(72.5	)	$	(74.4	)

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 June 30,						Six Months Ended June 30,
Details about AOCI Components	2022			2021			2022			2021
Unfunded employee benefit obligations (a)
Amortization of prior service costs	$	(0.8	)	$	(0.8	)	$	(1.6	)	$	(1.7	)	See (a) below
Amortization of actuarial losses		(0.7	)		(2.5	)		(1.4	)		(5.0	)	See (a) below
		(1.5	)		(3.3	)		(3.0	)		(6.7	)	Total before tax
		0.4			0.8			0.7			1.7		Tax benefit
	$	(1.1	)	$	(2.5	)	$	(2.3	)	$	(5.0	)	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 six month periods ended June 30, 2022 and 2021 and approximately 58% and 47% 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 June 30, 2022 and December 31, 2021, we had $41.2 million and $49.8 million of accounts receivable due from Office Depot, respectively, which represents approximately 3% 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 $3.1 million at June 30, 2022 and $3.5 million at December 31, 2021. During the three months ended June 30, 2022 and 2021, we recorded $23.5 million and $20.7 million, respectively, and during the six months ended June 30, 2022 and 2021, we recorded $44.3 million and $41.0 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 June 30, 2022 and 2021, fiber purchases from related parties were $3.6 million and $3.4 million, respectively, and during the six months ended June 30, 2022 and 2021, fiber purchases from related parties were $7.4 million and $6.7 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 June 30, 2022	Trade		Intersegment			Total			Operating Income (Loss)
Packaging	$	2,061.7	$	5.2		$	2,066.9		$	419.8		(a)
Paper		149.8		—			149.8			22.7		(a)
Corporate and Other		25.8		37.4			63.2			(26.7	)
Intersegment eliminations		—		(42.6	)		(42.6	)		—
	$	2,237.3	$	—		$	2,237.3			415.8
Non-operating pension income										3.6
Interest expense, net										(18.8	)
Income before taxes									$	400.6


	Sales, net
Three Months Ended June 30, 2021	Trade		Intersegment			Total			Operating Income (Loss)
Packaging	$	1,714.5	$	4.0		$	1,718.5		$	317.2		(b)
Paper		142.3		—			142.3			2.6		(b)
Corporate and Other		23.1		32.0			55.1			(25.2	)	(b)
Intersegment eliminations		—		(36.0	)		(36.0	)		—
	$	1,879.9	$	—		$	1,879.9			294.6
Non-operating pension income										5.0
Interest expense, net										(24.9	)
Income before taxes									$	274.7


	Sales, net
Six Months Ended June 30, 2022	Trade		Intersegment			Total			Operating Income (Loss)
Packaging	$	4,021.6	$	9.7		$	4,031.3		$	782.1		(a)
Paper		303.3		—			303.3			45.1		(a)
Corporate and Other		48.8		72.7			121.5			(54.8	)
Intersegment eliminations		—		(82.4	)		(82.4	)		—
	$	4,373.7	$	—		$	4,373.7			772.4
Non-operating pension income										7.3
Interest expense, net										(38.7	)
Income before taxes									$	741.0


	Sales, net
Six Months Ended June 30, 2021	Trade		Intersegment			Total			Operating Income (Loss)
Packaging	$	3,334.3	$	7.8		$	3,342.1		$	575.1		(b)
Paper		306.7		0.1			306.8			11.3		(b)
Corporate and Other		46.0		64.5			110.5			(53.5	)	(b)
Intersegment eliminations		—		(72.4	)		(72.4	)		—
	$	3,687.0	$	—		$	3,687.0			532.9
Non-operating pension income										9.8
Interest expense, net										(48.4	)
Income before taxes									$	494.3


(a)	The three and six months ended June 30, 2022 include the following:
	1.	$3.9 million and $5.4 million, respectively, 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.	$0.9 million and $0.3 million, respectively, of income primarily consisting of insurance proceeds received for a natural disaster at one of the corrugated products facilities and a favorable lease buyout for a closed corrugated products facility, partially offset by closure costs related to corrugated products facilities and acquisition and integration costs related to the December 2021 Advance Packaging Corporation acquisition.

(b)	The three and six months ended June 30, 2021 include the following:
	1.	$4.7 million and $2.6 million, respectively, of income primarily consisting of an adjustment of the required asset retirement obligation related to the 2020 closure of the San Lorenzo, California facility, a gain on sale of transportation assets, and insurance proceeds received for a natural disaster at one of the corrugated products facilities, partially offset by closure costs related to corrugated products facilities.
	2.	$3.8 million and $4.9 million, respectively, 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.

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 June 30, 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 Fifth Circuit Court of Appeals affirmed such dismissal. 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.

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 2021 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 eight mills and 90 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.

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 2021 Annual Report on Form 10-K.

Executive Summary

Second quarter net sales were $2.24 billion in 2022 and $1.88 billion in 2021. We reported $302 million of net income, or $3.20 per diluted share, during the second quarter of 2022, compared to $207 million, or $2.17 per diluted share, during the same period in 2021. Net income included $2 million of expense for special items in the second quarter of 2022, compared to less than $1 million of income for special items in 2021 (discussed below). Excluding special items, net income was $304 million, or $3.23 per diluted share, during the second quarter of 2022, compared to $207 million, or $2.17 per diluted share, in the second quarter of 2021. The increase in net income was driven primarily by higher prices and mix and volume in the Packaging segment, higher prices and mix in the Paper segment, lower scheduled outage expenses, lower interest expense, and other items. These items were partially offset by higher operating costs, freight and logistics expenses, converting costs, and depreciation expense, lower volume in the Paper segment, and a higher tax rate. For additional detail on special items included in reported GAAP results, as well as segment income (loss) excluding special items, earnings before non-operating pension income (expense), interest, income taxes, and depreciation, amortization, and depletion ("EBITDA"), and EBITDA excluding special items, see “Item 2. Reconciliations of Non-GAAP Financial Measures to Reported Amounts.”

Packaging segment income from operations was $420 million in the second quarter of 2022, compared to $317 million in the second quarter of 2021. Packaging segment EBITDA excluding special items was $525 million in the second quarter of 2022 compared to $409 million in the second quarter of 2021. The increase was due primarily to higher prices and mix and higher sales and production volumes, and lower scheduled outage expenses, partially offset by higher operating and converting costs, and higher freight and logistic expenses. Demand in the Packaging segment remained strong and corrugated product shipments were flat with the prior year second quarter.

Paper segment income from operations was $23 million in the second quarter of 2022, compared to $3 million in the second quarter of 2021. Paper segment EBITDA excluding special items was $32 million in the second quarter of 2022, compared to $12 million in the second quarter of 2021. The increase was due to higher prices and mix and lower operating costs, partially offset by lower sales and production volumes, and higher freight and logistic expenses.

During the fourth quarter of 2020, in order to meet strong packaging demand and maintain appropriate inventory levels in the packaging segment, we temporarily began producing linerboard on the No. 3 machine at the Jackson mill, and we have produced linerboard on the machine since that time. 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. Sales and production in the Paper segment will remain below pre-pandemic levels as we will no longer be producing paper products on the Jackson No. 3 machine. 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. We expect to continue producing corrugating medium on the machine for the foreseeable future. For the periods presented, operating results for the Jackson mill are included in both the Packaging and Paper segments, as appropriate.

Packaging segment income from operations was $782 million in the first six months of 2022, compared to $575 million in the same period in 2021. Packaging segment EBITDA excluding special items was $989 million in the first six months of 2022 compared to $761 million in the first six months of 2021. The increase in EBITDA excluding special items was due primarily to higher prices and mix and higher sales and production volumes and lower scheduled outage expenses, partially offset by higher operating and converting costs, and higher freight and logistic expenses.

Paper segment income from operations was $45 million in the first six months of 2022, compared to $11 million in the first six months of 2021. Paper segment EBITDA excluding special items was $60 million in the first six months of 2022, compared to $27 million in the same period in 2021. The increase in EBITDA excluding special items was due to higher prices and mix and lower operating costs, partially offset by lower sales and production volumes and higher freight and logistic expenses.

Special Items and Earnings per Diluted Share, Excluding Special Items

A reconciliation of reported earnings per diluted share to earnings per diluted share, excluding special items, for the three months ended June 30, 2022 and 2021 are as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022		2021
Earnings per diluted share, as reported	$	3.20		$	2.17		$	5.91	$	3.92
Special items:
Jackson mill conversion-related activities (a)		0.03			0.03		$	0.04		0.04
Acquisition-related, facilities closure and other income (b)		(0.01	)		(0.03	)		—		(0.02	)
Total special items		0.02			—			0.04		0.02
Earnings per diluted share, excluding special items	$ 3.23 (c)			$	2.17		$	5.95	$	3.94

(a)

For the three and six months ended June 30, 2022, includes $3.9 million and $5.4 million, respectively, 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. For the three and six months ended June 30, 2021, these amounts were $3.8 million and $4.9 million, respectively.

(b)

For the three and six months ended June 30, 2022, includes $0.9 million and $0.3 million, respectively, of income primarily consisting of insurance proceeds received for a natural disaster at one of the corrugated products facilities and a favorable lease buyout for a closed corrugated products facility, partially offset by closure costs related to corrugated products facilities and acquisition and integration costs related to the December 2021 Advance Packaging Corporation acquisition. For the three and six months ended June 30, 2021, includes $4.7 million and $2.6 million, respectively, of income primarily consisting of an adjustment for the required asset retirement obligation related to the 2020 closure of the San Lorenzo, California facility, a gain on sale of corporate assets, and insurance proceeds received for a natural disaster at one of the corrugated products facilities, partially offset by closure costs related to corrugated products facilities.

(c)

Amount may not foot due to rounding.

Included in this Item 2 are various non-GAAP financial measures, including diluted EPS excluding special items, segment income excluding special items and EBITDA excluding special items. Management excludes special items as it believes these items are not necessarily reflective of the ongoing results of operations of our business. We present these measures because they provide a means to evaluate the performance of our segments and our Company on an ongoing basis using the same measures that are used by our management, because these measures assist in providing a meaningful comparison between periods presented and because these measures are frequently used by investors and other interested parties in the evaluation of companies and the performance of their segments. A reconciliation of diluted EPS to diluted EPS excluding special items is included above and the reconciliations of other non-GAAP measures used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, to the most comparable measure reported in accordance with GAAP, are included in Item 2 under “Reconciliations of Non-GAAP Financial Measures to Reported Amounts.” Any analysis of non-GAAP financial measures should be done in conjunction with results presented in accordance with GAAP. The non-GAAP measures are not intended to be substitutes for GAAP financial measures and should not be used as such.

Industry and Business Conditions

Trade publications reported North American industry-wide corrugated products shipments in total and per work day were down 2.3% during the second quarter of 2022 compared to the same quarter of 2021. Reported industry containerboard production increased 2.2% compared to the second quarter of 2021. Reported industry containerboard inventories at the end of the second quarter of 2022 were approximately 2.86 million tons, up 16.1% compared to the same period in 2021. Reported containerboard export shipments were up 18.7% compared to the second quarter of 2021. Prices reported by trade publications increased by $60 per ton for linerboard and $70 per ton for corrugating medium in March 2022. There were no additional price increases in the second quarter of 2022.

Trade publications reported North American UFS paper shipments were essentially flat, up 0.4% in the second quarter of 2022, compared to the same quarter of 2021. Average prices reported by a trade publication for cut size office papers were higher by $100 per ton, or 7.7%, in the second quarter of 2022, compared to the first quarter of 2022, and higher by $270 per ton, or 23.9%, compared to the second quarter of 2021.

Outlook

During the third quarter, we expect higher prices in our Packaging segment as we implement the remaining portion of previously announced price increases. In our Paper segment, we expect higher prices as we will continue to implement our previously announced price increases. We notified customers of an additional $60 per ton price increase on all paper grades, effective with shipments beginning September 6, 2022. With economic conditions continuing to be negatively impacted by broad-based inflation and aggressive interest rate increases, we see corrugated products growth as softening in the quarter but demand still firm as certain end markets work through their current supply of inventory. We expect continued inflation of our operating and converting costs, including higher costs for natural gas, purchased electricity, and chemicals, along with higher labor costs. We also expect higher freight expenses, driven by continued rail service challenges and rail fuel surcharges. Maintenance outage costs will be higher because we postponed our scheduled International Falls mill outage from the second to the third quarter. Considering these items, and excluding the effect of any special items, we expect third quarter earnings to be lower than our earnings for the second quarter.

Results of Operations

Three Months Ended June 30, 2022, compared to Three Months Ended June 30, 2021

The historical results of operations of PCA for the three months ended June 30, 2022 and 2021 are set forth below (dollars in millions):


	Three Months Ended
	June 30,
	2022			2021			Change
Packaging	$	2,066.9		$	1,718.5		$	348.4
Paper		149.8			142.3			7.5
Corporate and Other		63.2			55.1			8.1
Intersegment eliminations		(42.6	)		(36.0	)		(6.6	)
Net sales	$	2,237.3		$	1,879.9		$	357.4

Packaging	$	419.8		$	317.2		$	102.6
Paper		22.7			2.6			20.1
Corporate and Other		(26.7	)		(25.2	)		(1.5	)
Income from operations	$	415.8		$	294.6		$	121.2
Non-operating pension income		3.6			5.0			(1.4	)
Interest expense, net		(18.8	)		(24.9	)		6.1
Income before taxes		400.6			274.7			125.9
Income tax provision		(99.1	)		(67.4	)		(31.7	)
Net income	$	301.5		$	207.3		$	94.2
Non-GAAP Measures (a)
Net income excluding special items	$	303.7		$	206.6		$	97.1
Consolidated EBITDA		530.1			399.3			130.8
Consolidated EBITDA excluding special items		532.6			396.8			135.8
Packaging EBITDA		525.8			412.1			113.7
Packaging EBITDA excluding special items		525.3			408.8			116.5
Paper EBITDA		28.5			10.1			18.4
Paper EBITDA excluding special items		31.5			11.6			19.9

(a)

See “Reconciliations of Non-GAAP Financial Measures to Reported Amounts” included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.

Net Sales

Net sales increased $357 million, or 19.0%, to $2,237 million during the three months ended June 30, 2022, compared to $1,880 million during the same period in 2021.

Packaging. Net sales increased $348 million, or 20.3%, to $2,067 million, compared to $1,719 million in the second quarter of 2021 due to higher prices and mix ($286 million) and higher containerboard and corrugated products volume ($62 million). In the second quarter of 2022, our domestic containerboard prices were 15.3% higher, while export prices were 27.7% higher, than the same period in 2021. In the second quarter of 2022, export and domestic containerboard outside shipments increased 23.0% compared to the second quarter of 2021. Our total corrugated products shipments were flat in total and per workday, compared to the same period in 2021.

Paper. Net sales increased $8 million, or 5.3%, to $150 million, compared to $142 million in the second quarter of 2021, due to higher prices and mix ($23 million), partially offset by lower volume ($15 million).

Gross Profit

Gross profit increased $140 million during the three months ended June 30, 2022, compared to the same period in 2021. The increase was driven primarily by higher prices and mix and volume in the Packaging segment, higher prices and mix in the Paper segment, and lower scheduled outage expenses, partially offset by higher operating costs, higher freight and logistics expenses, higher converting costs, and lower volume in the Paper segment. In both the three month periods ended June 30, 2022, and 2021, gross profit included $2 million of special items. For 2022, these special items included charges primarily related to Jackson mill conversion-related activities and acquisition and integration costs related to Advance Packaging, partially offset by income related to a favorable lease buyout for a closed corrugated facility. For 2021, these special items included charges related to Jackson mill conversion-related activities and corrugated facility closure costs.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A”) increased $10 million during the three months ended June 30, 2022, compared to the same period in 2021. The increase was primarily due to higher information technology expenses and employee related expenses.

Other Expense, Net

Other income (expense), net, for the three months ended June 30, 2022 and 2021 are set forth below (dollars in millions):


	Three Months Ended
	June 30,
	2022			2021
Asset disposals and write-offs	$	(13.8	)	$	(9.0	)
Jackson mill conversion-related activities		(1.7	)	$	(2.4	)
Acquisition-related, facilities closure and other income		0.5			5.5
Other		(1.3	)		(2.0	)
Total	$	(16.3	)	$	(7.9	)

We discuss these items in more detail in Note 6, Other 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 $121 million, or 41.1%, during the three months ended June 30, 2022, compared to the same period in 2021. The second quarter of 2022 included $3 million of special items expense primarily related to the Jackson mill conversion-related activities, corrugated facility closure costs, and acquisition and integration costs related to Advance Packaging, partially offset by income related to storm damage proceeds and a favorable lease buyout for a closed corrugated facility, compared to $1 million of special items income related to corrugated facility closures, net of costs for Jackson mill conversion-related activities in the second quarter of 2021.

Packaging. Packaging segment income from operations increased $103 million to $420 million, compared to $317 million during the three months ended June 30, 2021. The increase related primarily to higher containerboard and corrugated products prices and mix ($255 million), higher sales and production volumes ($16 million), lower annual outage expenses ($10 million), and other costs ($2 million), partially offset by higher operating and converting costs ($136 million), higher freight expenses ($31 million), and higher depreciation expense ($11 million). Special items during the second quarter of 2022 included $1 million of income primarily related to storm damage insurance proceeds and a favorable lease buyout for a closed corrugated facility, net of costs for Jackson mill conversion-related activities, corrugated facility closures, and Advanced Packaging acquisition and integration costs, compared to $3 million of income for special items primarily related to corrugated facility closures in the second quarter of 2021.

Paper. Paper segment income from operations increased $20 million to $23 million, compared to $3 million during the three months ended June 30, 2021. The increase primarily related to higher prices and mix ($23 million), lower operating costs ($7 million), and lower depreciation expenses ($1 million), partially offset by lower sales and production volumes ($8 million), higher freight expenses ($1 million), and other costs ($1 million). Special items during both the second quarter of 2022 and the second quarter of 2021 each included $4 million of expense for Jackson mill conversion-related activities.

Non-Operating Pension Income, Interest Expense, Net and Income Taxes

Non-operating pension income decreased $1 million during the three months ended June 30, 2022, compared to the same period in 2021. The decrease in non-operating pension income was primarily related to assumption changes, partially offset by favorable 2021 asset performance.

Interest expense, net for the three months ended June 30, 2022 decreased $6 million when compared to the same period in 2021. The decrease in interest expense, net was primarily due to lower interest rates on the Company's fixed-rate debt as a result of the Company's debt refinancing completed in October 2021, higher interest income due to higher rates on invested cash balances, and higher capitalized interest related to the increase in capital investments in the second quarter of 2022, compared to the same period in 2021.

During the three months ended June 30, 2022, we recorded $99 million of income tax expense, compared to $67 million of expense during the three months ended June 30, 2021. The effective tax rate for the three months ended June 30, 2022 and 2021 was 24.7% and 24.5%, respectively. The increase in our effective tax rate for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to higher nondeductible employee remuneration paid to covered employees.

Six Months Ended June 30, 2022, compared to Six Months Ended June 30, 2021

The historical results of operations of PCA for the six months ended June 30, 2022 and 2021 are set forth below (dollars in millions):


	Six Months Ended
	June 30,
	2022			2021			Change
Packaging	$	4,031.3		$	3,342.1		$	689.2
Paper		303.3			306.8			(3.5	)
Corporate and Other		121.5			110.5			11.0
Intersegment eliminations		(82.4	)		(72.4	)		(10.0	)
Net sales	$	4,373.7		$	3,687.0		$	686.7

Packaging	$	782.1		$	575.1		$	207.0
Paper		45.1			11.3			33.8
Corporate and Other		(54.8	)		(53.5	)		(1.3	)
Income from operations	$	772.4		$	532.9		$	239.5
Non-operating pension income		7.3			9.8			(2.5	)
Interest expense, net		(38.7	)		(48.4	)		9.7
Income before taxes		741.0			494.3			246.7
Income tax provision		(185.3	)		(120.5	)		(64.8	)
Net income	$	555.7		$	373.8		$	181.9
Non-GAAP Measures (a)
Net income excluding special items	$	559.5		$	375.5		$	184.0
Consolidated EBITDA		996.4			738.4			258.0
Consolidated EBITDA excluding special items		999.8			738.6			261.2
Packaging EBITDA		989.0			762.1			226.9
Packaging EBITDA excluding special items		989.2			760.9			228.3
Paper EBITDA		57.2			25.3			31.9
Paper EBITDA excluding special items		60.4			27.4			33.0

(a)

See “Reconciliations of Non-GAAP Financial Measures to Reported Amounts” included in this Item 2 for a reconciliation of non-GAAP measures to the most comparable GAAP measure.

Net Sales

Net sales increased $687 million, or 18.6%, to $4,374 million during the six months ended June 30, 2022, compared to $3,687 million during the same period in 2021.

Packaging. Net sales increased $689 million, or 20.6%, to $4,031 million, compared to $3,342 million in the six months ended June 30, 2021, due to higher containerboard and corrugated products prices and mix ($554 million) and higher containerboard and corrugated products volume ($135 million). In the first six months of 2022, our domestic containerboard prices were 17.8% higher, while export prices were 34.9% higher, than the same period in 2021. In the first six months of 2022, export and domestic containerboard outside shipments increased 24.5% compared to the first six months of 2021. Total corrugated products shipments were up 1.4% with one additional workday, and up 0.6% per day compared to the same period in 2021, driven by continued strong demand.

Paper. Net sales during the six months ended June 30, 2022 decreased $4 million, or 1.1%, to $303 million, compared to $307 million in the six months ended June 30, 2021, due to decreased volume ($46 million), partially offset by higher prices and mix ($42 million).

Gross Profit

Gross profit increased $270 million during the six months ended June 30, 2022, compared to the same period in 2021. The increase was driven primarily by higher prices and mix and volume in the Packaging segment, higher prices and mix in the Paper segment, and lower scheduled outage expenses, partially offset by higher operating costs, higher freight and logistics expenses, higher converting costs, and lower volume in the Paper segment. In both the six month periods ended June 30, 2022 and 2021, gross profit included $3 million of special items. For 2022, these special items included charges primarily related to Jackson mill conversion-related activities and acquisition and integration costs related to Advance Packaging, partially offset by income related to a favorable lease buyout for a closed corrugated facility. For 2021, these special items included charges related to Jackson mill conversion-related activities and corrugated facility closure costs.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses (“SG&A”) increased $26 million during the six months ended June 30, 2022, compared to the same period in 2021. The increase was primarily due to employee-related expenses, information technology expenses, and outside services.

Other Expense, Net

Other income (expense), net, for the six months ended June 30, 2022 and 2021 are set forth below (dollars in millions):


	Six Months Ended
	June 30,
	2022			2021
Asset disposals and write-offs	$	(26.4	)	$	(19.9	)
Jackson mill conversion-related activities		(2.1	)	$	(2.9	)
Acquisition-related, facilities closure and other income		0.1			3.4
Other		(3.5	)		(8.9	)
Total	$	(31.9	)	$	(28.3	)

Income from Operations

Income from operations increased $240 million, or 44.9%, during the six months ended June 30, 2022, compared to the same period in 2021. The first six months of 2022 included $5 million of special items expense primarily related to Jackson mill conversion-related costs, corrugated facility closure costs, and acquisition and integration costs related to Advance Packaging, partially offset by income related to storm damage proceeds and a favorable lease buyout for a closed corrugated facility, compared to $5 million of special items expense related to Jackson mill conversion-related activities, partially offset by income related to facility closures in the same period of 2021.

Packaging. Packaging segment income from operations increased $207 million to $782 million during the first six months of 2022, compared to the same period last year. The increase related primarily to higher containerboard and corrugated products prices and mix ($488 million), higher sales and production volumes ($46 million), and lower annual outage expenses ($4 million), partially offset by higher operating and converting costs ($250 million), higher freight expenses ($59 million), and higher depreciation expense ($20 million). There was no impact from special items during the first six months of 2022, compared to $2 million of income related to facility closures and $1 million of costs related to Jackson mill conversation-related activities in the first six months of 2021.

Paper. Paper segment income from operations increased $34 million to $45 million, compared to the six months ended June 30, 2021. The increase primarily related to higher prices and mix ($42 million), lower operating costs ($16 million), and lower depreciation expense ($2 million), partially offset by lower sales and production volumes ($17 million), and higher freight and other expenses ($9 million). Special items during the first six months of 2022 included $5 million of expense related to Jackson mill conversion-related activities, compared to $4 million of expense related to Jackson mill conversation-related activities in the first six months of 2021.

Non-Operating Pension Income, Interest Expense, and Income Taxes

Non-operating pension income decreased $3 million during the six months ended June 30, 2022, compared to the same period in 2021. The decrease in non-operating pension income was primarily related to assumption changes, partially offset by favorable 2021 asset performance.

Interest expense, net decreased $10 million during the six months ended June 30, 2022, compared to the same period in 2021. The decrease in interest expense, net was primarily due to lower interest rates on the Company's fixed-rate debt as a result of the Company's debt refinancing completed in October 2021, higher interest income due to higher rates on invested cash balances, and higher capitalized interest related to the increase in capital investments in the first half of 2022, compared to the same period in 2021.

During the six months ended June 30, 2022, we recorded $185 million of income tax expense, compared to $121 million of expense during the six months ended June 30, 2021. The effective tax rate for the six months ended June 30, 2022 and 2021 was 25.0% and 24.4%, respectively. The increase in our effective tax rate for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to higher nondeductible employee remuneration paid to covered employees and lower net favorable state tax 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 June 30, 2022, we had $667 million of cash and cash equivalents, $144 million of marketable debt securities, and $321 million of unused borrowing capacity under the revolving credit facility, net of letters of credit. 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):


	Six Months Ended
	June 30,
	2022			2021			Change
Net cash provided by (used for):
Operating activities	$	644.3		$	419.8		$	224.5
Investing activities		(398.1	)		(220.2	)		(177.9	)
Financing activities		(197.6	)		(202.0	)		4.4
Net increase (decrease) in cash and cash equivalents	$	48.6		$	(2.4	)	$	51.0

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 six months ended June 30, 2022, net cash provided by operating activities was $644 million, compared to $420 million in the same period in 2021, an increase of $224 million. Cash from operations excluding changes in cash used for operating assets and liabilities increased $221 million primarily due to higher income from operations in 2022 as discussed above. Cash from operations increased by $4 million due to changes in operating assets and liabilities, primarily due to an increase in accounts payable in the first six months of 2022 primarily due to the timing of payments. This increase was partially offset by the following:

a decrease in accrued liabilities primarily in compensation and benefits liabilities in the first six months of 2022 compared to the corresponding period in 2021; and

a larger increase in inventory in the first six months of 2022 as compared to 2021, primarily in the Packaging segment in supplies and materials, finished goods, and raw materials.

Investing Activities

We used $398 million for investing activities during the six months ended June 30, 2022 compared to $220 million during the same period in 2021. We spent $398 million for internal capital investments during the six months ended June 30, 2022, compared to $217 million during the same period in 2021.

We expect capital investments in 2022 to be approximately $800 million, including capital spending related to the conversion of the No. 3 paper machine to containerboard at our Jackson mill. 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 $17 million in 2022. 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 2021 Annual Report on Form 10-K.

Financing Activities

During the six months ended June 30, 2022, net cash used for financing activities was $198 million, compared to $202 million of net cash used for financing activities during the same period in 2021. We paid $187 million of dividends during the first six months of 2022, compared to $190 million of dividends paid during the comparable period in 2021. In addition, for the six months ended June 30, 2021, we paid $1 million of debt issuance costs related to the New Revolving Credit Agreement that was entered into on June 8, 2021.

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 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 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 2021 Annual Report on Form 10-K.

Reconciliations of Non-GAAP Financial Measures to Reported Amounts

Income from operations excluding special items, net income excluding special items, EBITDA, and 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 for the three and six months ended June 30, 2022 and 2021 follow (dollars in millions):


	Three Months Ended June 30,
	2022									2021
	Income before Taxes			Income Taxes			Net Income			Income before Taxes			Income Taxes			Net Income
As reported in accordance with GAAP	$	400.6		$	(99.1	)	$	301.5		$	274.7		$	(67.4	)	$	207.3
Special items:
Jackson mill conversion-related activities (a)		3.9			(1.0	)		2.9			3.8			(1.0	)		2.8
Acquisition-related, facilities closure and other income (b)		(0.9	)		0.2			(0.7	)		(4.7	)		1.2			(3.5	)
Total special items		3.0			(0.8	)		2.2			(0.9	)		0.2			(0.7	)
Excluding special items	$	403.6		$	(99.9	)	$	303.7		$	273.8		$	(67.2	)	$	206.6


	Six Months Ended June 30,
	2022									2021
	Income before Taxes			Income Taxes			Net Income			Income before Taxes			Income Taxes			Net Income
As reported in accordance with GAAP	$	741.0		$	(185.3	)	$	555.7		$	494.3		$	(120.5	)	$	373.8
Special items:
Jackson mill conversion-related activities (a)		5.4			(1.4	)		4.0			4.9			(1.2	)		3.7
Acquisition-related, facilities closure and other income (b)		(0.3	)		0.1			(0.2	)		(2.6	)		0.6			(2.0	)
Total special items		5.1			(1.3	)		3.8			2.3			(0.6	)		1.7
Excluding special items	$	746.1		$	(186.6	)	$	559.5		$	496.6		$	(121.1	)	$	375.5

(a)

Includes 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.

(b)

For 2022, includes income primarily consisting of insurance proceeds received for a natural disaster at one of the corrugated products facilities and a favorable lease buyout for a closed corrugated products facility, partially offset by closure costs related to corrugated products facilities and acquisition and integration costs related to the December 2021 Advance Packaging Corporation acquisition. For 2021, includes income primarily consisting of an adjustment of the required asset retirement obligation related to the 2020 closure of the San Lorenzo, California facility, a gain on sale of corporate assets, and insurance proceeds received for a natural disaster at one of the corrugated products facilities, partially offset by closure costs related to corrugated products facilities.

The following table reconciles net income to EBITDA and EBITDA excluding special items for the periods indicated (dollars in millions):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Net income	$	301.5		$	207.3		$	555.7		$	373.8
Non-operating pension income		(3.6	)		(5.0	)		(7.3	)		(9.8	)
Interest expense, net		18.8			24.9			38.7			48.4
Income tax provision		99.1			67.4			185.3			120.5
Depreciation, amortization, and depletion		114.3			104.7			224.0			205.5
EBITDA	$	530.1		$	399.3		$	996.4		$	738.4

Special items:
Jackson mill conversion-related activities		3.4			2.5			3.7			3.1
Acquisition-related, facilities closure and other income		(0.9	)		(5.0	)		(0.3	)		(2.9	)
Total special items		2.5			(2.5	)		3.4			0.2
EBITDA excluding special items	$	532.6		$	396.8		$	999.8		$	738.6

The following table reconciles segment income (loss) to EBITDA and EBITDA excluding special items for the periods indicated (dollars in millions):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Packaging
Segment income	$	419.8		$	317.2		$	782.1		$	575.1
Depreciation, amortization, and depletion		106.0			94.9			206.9			187.0
EBITDA		525.8			412.1			989.0			762.1
Acquisition-related, facilities closure and other income		(0.9	)		(4.2	)		(0.3	)		(2.1	)
Jackson mill conversion-related activities		0.4			0.9			0.5			0.9
EBITDA excluding special items	$	525.3		$	408.8		$	989.2		$	760.9

Paper
Segment income	$	22.7		$	2.6		$	45.1		$	11.3
Depreciation, amortization, and depletion		5.8			7.5			12.1			14.0
EBITDA		28.5			10.1			57.2			25.3
Jackson mill conversion-related activities		3.0			1.5			3.2			2.1
EBITDA excluding special items	$	31.5		$	11.6		$	60.4		$	27.4

Corporate and Other
Segment loss	$	(26.7	)	$	(25.2	)	$	(54.8	)	$	(53.5	)
Depreciation, amortization, and depletion		2.5			2.3			5.0			4.5
EBITDA		(24.2	)		(22.9	)		(49.8	)		(49.0	)
Acquisition-related, facilities closure and other income		—			(0.8	)		—			(0.8	)
Jackson mill conversion-related activities		—			0.1			—			0.1
EBITDA excluding special items	$	(24.2	)	$	(23.6	)	$	(49.8	)	$	(49.7	)

EBITDA	$	530.1		$	399.3		$	996.4		$	738.4

EBITDA excluding special items	$	532.6		$	396.8		$	999.8		$	738.6

Market Risk and Risk Management Policies

PCA is exposed to the impact of interest rate changes and changes in the market value of its financial instruments. We periodically enter into derivatives to minimize these risks, but not for trading purposes. We were not a party to any derivatives-based arrangements at June 30, 2022. For a discussion of derivatives and hedging activities, see Note 16, Derivative Instruments and Hedging Activities, 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.

At June 30, 2022, interest rates on 100% of PCA’s outstanding debt are fixed.

Off-Balance-Sheet Activities

The Company does not have any off-balance sheet arrangements as of June 30, 2022.

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 2021 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 2021 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. PCA has not had any changes to these critical accounting estimates during the first six months of 2022.

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 the COVID-19 pandemic on the health of our employees, on our vendors and customers and on economic conditions affecting our business;

•

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;

•

legislative or regulatory actions or requirements, particularly concerning environmental or tax matters.

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, 2021.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of market risks related to PCA, see Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Risk and Risk Management Policies” in this Quarterly Report on Form 10-Q.

Item 4. CONTROLS AND PROCEDURES

PCA maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in PCA’s filings under the Securities Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to PCA’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Prior to filing this report, PCA completed an evaluation under the supervision and with the participation of PCA’s management, including PCA’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of PCA’s disclosure controls and procedures as of June 30, 2022. The evaluation of PCA’s disclosure controls and procedures included a review of the controls’ objectives and design, PCA’s implementation of the controls, and the effect of the controls on the information generated for use in this report. Based on this evaluation, PCA’s Chief Executive Officer and Chief Financial Officer concluded that PCA’s disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2022.

Changes in Internal Control over Financial Reporting

On December 11, 2021, PCA acquired Advance Packaging Corporation ("Advance Packaging"). We are currently in the process of evaluating and integrating Advance Packaging's controls over financial reporting which may result in changes or additions to PCA's internal control over financial reporting. Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. We excluded Advance Packaging from the assessment of internal control over financial reporting at June 30, 2022. Except as may relate to the integration of the Advance Packaging acquisition, there were no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the most recent fiscal quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of the quarter ended June 30, 2022, Advance Packaging accounted for approximately 2% of the Company's consolidated total assets. For both the three and six months ended June 30, 2022, Advance Packaging accounted for approximately 1% of the Company's consolidated net sales.

PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The disclosure set forth under the caption "Legal Proceedings" in Note 20, Commitments, Guarantees, Indemnifications and Legal Proceedings, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Part I, Item 1. Financial Statements" of this Form 10-Q is incorporated herein by reference.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in “Part I, Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information related to our repurchases of common stock made under repurchase plans authorized by PCA's Board of Directors, and shares withheld to cover taxes on vesting of equity awards, during the three months ended June 30, 2022:


Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased (a)		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
April 1-30, 2022		154	$	155.76		—	$	1,000.0
May 1-31, 2022		230		156.23		—		1,000.0
June 1-30, 2022		65,429		141.69		—		1,000.0
Total		65,813	$	141.77		—	$	1,000.0

(a)

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

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS


Exhibit Number		Description

31.1		Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

31.2		Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. †

101.SCH		Inline XBRL Taxonomy Extension Schema Document. †

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document. †

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. †

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document. †

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document. †

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). †

† Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Packaging Corporation of America

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

Date: August 4, 2022