PKG · Packaging Corp. of America

243 filings

8-K

PKG 8-K Current Reports

Packaging Corp. of America - 243 current reports

Filing record · 2016–202610-K1110-Q328-K91

Showing 1-50 of 243 filings

8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 22, 2026)

Packaging Corporation of America (NYSE: PKG) reported third quarter 2026 net income of $262 million, or $2.93 per diluted share, compared with $226.9 million, or $2.51 per share, in the third quarter of 2025. Excluding special items, diluted EPS was $3.04, versus $2.73 a year earlier and $.13 above the company's third quarter guidance of $2.91. Net sales were $2.6 billion, up from $2.3 billion. The company attributed the year-over-year improvement largely to favorable price and mix in the Packaging segment and to $.24 of higher earnings from the acquired Greif operations, which generated earnings of $.13 per share in the quarter versus a loss of ($.11) a year earlier. Special items in the quarter primarily related to facility closure costs, acquisition and integration costs, a fire at a corrugated products facility, and restructuring charges tied to the Wallula, WA containerboard mill. For the nine months ended September 30, 2026, Wallula-related charges totaled $60.0 million pre-tax. Cost headwinds cited included labor and operating expense, freight, recycled fiber and chemicals. Corrugated products shipments per day rose 10.6% overall, while shipments in the legacy packaging business fell 0.5% per day. For the fourth quarter of 2026, management guided to diluted EPS of $2.81 excluding special items. It expects seasonally weaker corrugated mix, maintenance outages at three mills, significantly higher maintenance outage expenses, and rising freight, recycled fiber, wood fiber, chemicals and energy costs, partly offset by improving containerboard and corrugated prices. Cash, cash equivalents and marketable debt securities were $761.8 million at September 30, 2026, and interest expense, net, rose to $32.3 million in the quarter from $19.3 million a year earlier.

Oct 22, 2026 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 23, 2026)

Packaging Corporation of America reported second quarter 2026 net income of $192.1 million, or $2.15 per diluted share, compared with $241.5 million, or $2.67 per diluted share, in the second quarter of 2025. Excluding special items, net income was $210.1 million, or $2.35 per share, versus $224.2 million, or $2.48 per share, a year earlier. Net sales rose to $2.49 billion from $2.17 billion, and income from operations fell to $291.2 million from $333.7 million. The filing attributes the reported decline mainly to special items for facility closures, restructuring of the Wallula, WA containerboard mill, and acquisition and integration costs. Excluding special items, the company says the acquired Greif operations added $0.14 per share, offsetting a $0.27 decline in legacy business earnings. Higher freight costs ($0.26), higher corporate and other expenses ($0.12), and unfavorable price and mix in the packaging business ($0.11) were the largest legacy headwinds, partly offset by higher packaging production and sales volume ($0.26). The company said second quarter earnings of $2.35 per share, excluding special items, were $0.02 above its guidance of $2.33 per share. Corrugated products shipments rose 24.3% per day and in total versus the second quarter of 2025, and legacy packaging shipments rose 4.1% per day and in total, which management described as an all-time quarterly record for its legacy corrugated operations. Management said it began to realize its first announced price increase in corrugated products. For the third quarter, management expects earnings of $2.91 per share, excluding special items. It expects higher containerboard and corrugated prices, continued strong packaging demand, higher freight and recycled fiber costs, and lower maintenance outage expenses in the Packaging segment, with higher outage expenses in the Paper segment due to a scheduled outage at the International Falls mill. The company also expects further acquisition, integration and facility closure costs in the third quarter.

Jul 23, 2026 8-K

Shareholder Matters

Packaging Corp. of America 8-K Report, Shareholder Vote Results (May 13, 2026)

Packaging Corporation of America (PCA) reported in this Current Report on Form 8-K (Item 5.07) the results of its 2026 Annual Meeting of Stockholders, held May 12, 2026. Stockholders voted on three proposals: the election of nine directors, ratification of KPMG LLP as the independent registered public accounting firm, and an advisory approval of executive compensation. All nine director nominees were elected. Cheryl K. Beebe received 74,535,448 votes for, 5,009,056 against and 41,399 abstentions. Samuel M. Mencoff and Roger B. Porter drew the largest opposition, with 8,681,658 and 11,849,812 votes against, respectively. Broker non-votes were 3,975,507 for each nominee. Stockholders ratified KPMG LLP as the auditor with 82,796,126 votes for, 744,560 against and 20,724 abstentions. The executive compensation proposal passed with 76,265,206 votes for, 2,299,022 against, 1,021,675 abstentions and 3,975,507 broker non-votes.

May 13, 2026 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Apr 23, 2026)

Packaging Corporation of America (NYSE: PKG) reported first quarter 2026 net income of $171 million, or $1.91 per diluted share, compared with $203.8 million, or $2.26 per diluted share, in the first quarter of 2025. Excluding special items, net income was $215 million, or $2.40 per share, up from $2.31 per share a year earlier and $0.20 above the company's first quarter guidance of $2.20 per share. Net sales rose to $2.37 billion from $2.14 billion. Reported results include special items of $0.49 per share, primarily $53.3 million of charges tied to the announced discontinuation of the No. 2 machine and kraft pulping facilities at the Wallula, Washington containerboard mill, along with $3.4 million of acquisition and integration costs and $2.9 million of corrugated facility closure costs. The Packaging segment drove the improvement on an adjusted basis, with segment operating income excluding special items of $316.5 million versus $284.0 million a year earlier. Management attributed the gain mainly to favorable prices and mix, lower fiber costs, and lower maintenance outage expenses, partially offset by higher freight costs and lower legacy volume. The acquired Greif operations generated a loss of $0.06 per share in the quarter. Legacy corrugated shipments per day rose 2.8%, and total shipments including Greif rose 21.8% per day. Interest expense, net, increased to $32.6 million from $12.9 million, and cash, cash equivalents and marketable debt securities were $615.5 million, down from $914.4 million. For the second quarter of 2026, the company expects earnings of $2.33 per share excluding special items, citing higher containerboard and corrugated prices, one additional shipping day, higher maintenance outage expenses at five containerboard mills, and higher freight, fiber and chemical costs. Management also expects a higher tax rate due to tax benefits from share-based compensation vesting in the first quarter. Additional special items related to the Wallula restructuring, acquisition integration and facility closures are anticipated in the second quarter.

Apr 23, 2026 8-K

Leadership ChangesExhibits & Filings

Packaging Corp. of America 8-K Report, Executive Changes (Mar 3, 2026)

Packaging Corporation of America (PCA) filed this Form 8-K on March 3, 2026 to report several leadership and compensation changes. Director Paul T. Stecko informed the Board on February 25, 2026 that he will retire and not stand for reelection at the 2026 Annual Meeting of Stockholders. He is not leaving due to any disagreement with the company, and he will serve until his term expires at that meeting. Effective at the Annual Meeting, the Board will shrink from ten to nine directors. Fabian C. Strauss, age 45, was promoted on March 1, 2026 from Vice President, Controller and Treasurer to Senior Vice President – Finance, Controller & Treasurer, and he will serve as principal accounting officer. He will receive an annual base salary of $455,000 and is eligible for annual incentive and long-term equity awards. The filing also reports that Robert Mundy, the former Executive Vice President and Chief Financial Officer, retired as Special Advisor effective March 1, 2026. Under a post-retirement agreement, his 9,928 restricted shares vest as of the retirement date, subject to continued compliance with confidentiality, non-competition and non-solicitation covenants. His 3,900 TSR performance units and 9,928 ROIC performance units continue to vest on their originally scheduled dates. On February 25, 2026, the Compensation Subcommittee approved new forms of equity award agreements under the Second Amended and Restated 1999 Long-Term Equity Incentive Plan for TSR performance units, ROIC performance units and RSUs. These forms apply to awards made on or after that date and will be used beginning with fiscal year 2026 long-term incentive grants. The changes add retirement-based vesting, defined as termination on or after age 55 with age plus service of at least 70, and revise disability and death provisions.

Mar 3, 2026 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jan 28, 2026)

Packaging Corporation of America reported fourth quarter 2025 net income of $102 million, or $1.13 per share, compared with $221.1 million, or $2.45 per share, in the fourth quarter of 2024. Excluding special items, fourth quarter net income was $209 million, or $2.32 per share, versus $2.47 per share a year earlier. For full year 2025, net income was $774 million, or $8.58 per share, and $888 million, or $9.84 per share excluding special items, compared with $805 million, or $8.93 per share, and $814 million, or $9.04 per share, excluding special items in 2024. Net sales were $9.0 billion for 2025 and $8.4 billion for 2024. Reported results include special items for the restructuring of the Wallula, WA containerboard mill ($128.0 million of charges), acquisition and integration costs for the Greif containerboard business ($33.2 million for the full year), and corrugated facility closures. Fourth quarter results came in below the company's own guidance because of unfavorable December volume and mix in the legacy corrugated business and lower production and sales volume in the acquired Greif business, which had extended outages at the Massillon mill. Legacy corrugated shipments per day were down 1.7% from the fourth quarter of 2024, while shipments per day including Greif were up 17.0%. Management said its order book strengthened through the quarter and demand improved in January. For the first quarter of 2026, management expects earnings of $2.20 per share excluding special items. The outlook reflects higher domestic containerboard and corrugated prices, with containerboard price increases beginning in March, offset by two fewer operating days, a scheduled outage at the Counce, TN mill, lower output at the reconfigured Wallula mill, and cost inflation. The company also noted that a winter storm could affect shipments and costs.

Jan 28, 2026 8-K

Regulation FDExhibits & Filings

Packaging Corp. of America 8-K Report, Regulation FD Disclosure (Dec 10, 2025)

Packaging Corporation of America (PKG) filed a Form 8-K on December 10, 2025 under Item 7.01 (Regulation FD Disclosure) to furnish a slide presentation (Exhibit 99.1) for investor meetings held December 10 and 11, 2025 with Chairman and CEO Mark W. Kowlzan and EVP and CFO Kent A. Pflederer. The filing is furnished rather than filed, so it is not subject to Section 18 liability unless specifically incorporated by reference. The presentation reiterates that, based on operations through the end of November, PCA continues to forecast fourth-quarter 2025 earnings of $2.40 per share, excluding special items. Legacy PCA corrugated shipments are down approximately 1.8% per day for 4Q through November versus the same period in 2024, while including the acquired Greif business, shipments are up 17.3% per day. The company says the acquired Greif business has performed better than expected so far in Q4, and it is performing additional maintenance at the Massillon mill in December. The presentation also details the Wallula mill reconfiguration, which management expects to yield annual savings of $75 to $85 million compared to 2025 actual, with roughly 250,000 tons of annual capacity to be replaced at other mills. The 2026 capital plan is still being developed, with an estimate to be provided on the Q4 earnings call; management currently expects spending similar to 2025. Q3 2025 results showed EPS of $2.73 excluding special items versus $2.65 in Q3 2024, with net sales of $2.1 billion for the Packaging segment and EBITDA excluding special items up to $503 million.

Dec 10, 2025 8-K

Financial EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Exit or Disposal Costs (Dec 4, 2025)

Packaging Corporation of America (NYSE: PKG) announced on December 3, 2025 a plan to permanently shut down the No. 2 paper machine and kraft pulping facilities at its Wallula, Washington containerboard mill, while continuing to operate the No. 3 paper machine and recycled pulping facilities at the mill. The actions are expected to be completed by the end of the first quarter of 2026. The company estimates pre-tax restructuring charges of $205 million, substantially all recorded in the fourth quarter of 2025 and first quarter of 2026. These comprise approximately $165 million of non-cash impairment and accelerated depreciation charges and $40 million of cash charges for contract termination, severance and other charges. The company expects a reduction of approximately 200 positions. The press release states that after the actions the mill will have capacity to produce 285,000 tons per year of recycled linerboard and corrugating medium on the W3 machine, a reduction of 250,000 tons of annual production capacity. The company says the mill is expected to produce approximately 400,000 tons of containerboard this year and that the new configuration is expected to lower production cost at the mill by approximately $125 per ton from 2025 levels. Management states that the reduced capacity will be replaced with production enhancements at other PCA mills beginning in the fourth quarter of 2026, including approximately 140,000 tons per year of capacity at the Jackson mill. The Item 2.05 and Item 2.06 disclosures are incorporated by reference, and the impairment and accelerated depreciation charges are the key items for investors to track in upcoming reporting periods.

Dec 4, 2025 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 23, 2025)

Packaging Corporation of America (NYSE: PKG) reported third quarter 2025 net income of $226.9 million, or $2.51 per diluted share, compared with $238.1 million, or $2.64 per diluted share, in the third quarter of 2024. Excluding special items, net income was $246.7 million, or $2.73 per share, versus $2.65 per share a year earlier. Net sales were $2.3 billion in 2025 compared with $2.2 billion in 2024. The results were furnished under Item 2.02 in a press release dated October 22, 2025, which is included as Exhibit 99.1. The quarter was shaped by the acquisition of the Greif containerboard business, which closed on September 2, 2025. The company said Greif's first month reduced earnings by about $0.19 per share in total, including approximately $0.09 from depreciation and amortization after preliminary purchase accounting step-up adjustments, $0.06 from additional interest expense, and $0.10 from extended mill outages and timing effects. Special items for the quarter totaled $0.22 per diluted share, mainly acquisition and integration costs of $25.0 million. Management reported that legacy PCA packaging performed strongly, with corrugated volume reflecting cautious customer ordering, and that legacy containerboard inventory ended at targeted levels. For the fourth quarter of 2025, management expects earnings of $2.40 per share excluding special items. It cited higher maintenance outage expenses of about $0.29 per share, seasonally lower Packaging prices, higher energy and fiber costs, and continued Massillon mill outage effects into October, partly offset by expected improvement at the acquired Greif mills and a full quarter of Riverville mill operations. Management also expects further acquisition and integration costs and possible additional special items.

Oct 23, 2025 8-K

Financial EventsOther Events

Packaging Corp. of America 8-K Report, Financial Obligation (Sep 2, 2025)

Packaging Corporation of America (PKG) reported in this Form 8-K that it completed the acquisition of the containerboard business of Greif, Inc. and Greif Packaging LLC for approximately $1.8 billion in cash. The closing was effective August 31, 2025. The acquired business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States. The transaction was governed by a Purchase and Sale Agreement dated June 30, 2025. PCA funded the purchase price with approximately $300 million of cash on hand and the net proceeds of $1.5 billion of new borrowings under term loan facilities and a previously disclosed senior note offering. On September 2, 2025, PCA fully drew down the Term Loan Facilities, which the filing describes as previously disclosed in separate Form 8-K filings dated August 6, 2025 and August 15, 2025. For investors, the filing shows a material acquisition that expands PCA's containerboard and corrugated footprint, financed predominantly with new debt. The filing itself does not describe the strategic rationale or the effect on financial results.

Sep 2, 2025 8-K

Financial EventsOther EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Obligation (Aug 15, 2025)

Packaging Corporation of America priced an offering of $500 million aggregate principal amount of 5.200% Senior Notes due 2035 on August 11, 2025, and expects to close the issuance and sale on August 15, 2025. The Notes are unsecured senior obligations of the Company, with interest payable semi-annually on February 15 and August 15, beginning February 15, 2026. Net proceeds are expected to be approximately $495.1 million, which the Company intends to use, together with drawings on its term loan facilities and cash on hand, to finance the acquisition of the containerboard business of Greif, Inc. (the Greif Acquisition) and related transaction fees and expenses. The Notes include a special mandatory redemption feature: if the Greif Acquisition is not consummated on or before June 30, 2026 (subject to extension under the Greif Purchase Agreement), or if that agreement is terminated earlier, the Company must redeem the Notes in whole at 101% of principal plus accrued and unpaid interest. The Notes are redeemable at the Company's option before May 15, 2035 at the greater of a make-whole price (Treasury Rate plus 15 basis points) or par, and at 100% of principal plus accrued interest on or after that date. Upon a change of control triggering event, holders may require repurchase at 101% of principal plus accrued interest. The Indenture restricts the Company and its subsidiaries from incurring secured indebtedness above certain limits, entering into sale and leaseback transactions, and merging or consolidating with another person or disposing of substantially all of the Company's assets. The offering is being made under an effective registration statement (File No. 333-289469) with a prospectus supplement and base prospectus both dated August 11, 2025.

Aug 15, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Material Agreement (Aug 6, 2025)

On July 31, 2025, Packaging Corporation of America (PCA) entered into two new credit agreements with lenders, agents and other parties named therein: a Commercial Credit Agreement and a Farm Credit Agreement. The Commercial Credit Agreement provides a $500 million three-year unsecured term loan facility and a $600 million unsecured revolving credit facility, while the Farm Credit Agreement provides a $500 million seven-year unsecured term loan facility. Borrowings under both agreements will be guaranteed by PCA's material subsidiaries. The term loan proceeds may be used only to complete the Greif Acquisition, and PCA expects to fully draw the term loan facilities at the closing of that acquisition. The Commercial Credit Agreement replaces PCA's Old Credit Agreement with Mizuho Bank, Ltd., dated June 8, 2021 and amended April 27, 2023, which was terminated. The Old Credit Agreement would have expired on June 8, 2026. Apart from approximately $27.5 million of letters of credit, no borrowings were outstanding under the Old Credit Agreement, and no borrowings are currently outstanding under the new revolving facility. The agreements contain customary affirmative and negative covenants, including limits on liens, mergers and consolidations, asset sales and subsidiary indebtedness, as well as a maximum consolidated leverage ratio. Loans bear interest at Term SOFR or the Base Rate plus an Applicable Margin, and PCA may prepay loans at any time without premium or penalty.

Aug 6, 2025 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 24, 2025)

Packaging Corporation of America (NYSE: PKG) furnished a press release under Item 2.02 reporting second-quarter 2025 results. Net income was $241.5 million, or $2.67 per diluted share, compared with $198.9 million, or $2.21 per share, in the second quarter of 2024. Excluding special items, diluted EPS was $2.48 versus $2.20 a year earlier. Special items were primarily gains from the sale of real estate tied to previously closed corrugated products facilities, partly offset by costs related to the pending Greif containerboard business acquisition. Net sales were $2.17 billion, up from $2.08 billion. Packaging segment operating income was $346.3 million versus $279.8 million, while Paper segment operating income was $25.8 million versus $26.7 million. Management said results were $0.07 above its second-quarter guidance of $2.41 per share. For the third quarter, management expects earnings of $2.80 per share excluding special items. It expects higher corrugated shipments and containerboard production, lower export containerboard sales, and roughly flat Packaging pricing and mix. Freight costs will rise with the full effect of rail rate increases, and a containerboard inventory build is planned ahead of the fourth-quarter maintenance outage at the DeRidder mill. Management noted that customers have remained cautious into July amid ongoing economic uncertainty. The guidance excludes any impact from the pending Greif containerboard business acquisition, which is subject to certain conditions including regulatory approval. At June 30, 2025, cash, cash equivalents, and marketable debt securities totaled $955.9 million, compared with $1,172.8 million a year earlier. Six-month net income was $445.3 million, or $4.93 per diluted share. Capital spending was $169.7 million in the quarter, down from $245.0 million in the second quarter of 2024.

Jul 24, 2025 8-K

Material AgreementsExhibits & Filings

Packaging Corp. of America 8-K Report, Material Agreement (Jul 3, 2025)

On June 30, 2025, Packaging Corporation of America (PCA) entered into a definitive Purchase and Sale Agreement with Greif, Inc. and Greif Packing LLC, a wholly-owned subsidiary of Greif (the Seller), to acquire Greif's containerboard business for $1.8 billion in cash. The filing describes customary representations, warranties, and covenants, with the parties anticipating closing in the third quarter of 2025 or sooner, subject to customary conditions including expiration or early termination of the Hart-Scott-Rodino waiting period. The agreement includes termination rights for both parties, including if closing has not occurred by June 30, 2026 (the Outside Date), which is subject to two ninety-day extensions in certain circumstances. PCA would owe a termination fee to the Seller in certain circumstances involving failure to receive antitrust approval. The agreement also contains indemnification provisions and contemplates a transition services agreement and other post-closing covenants to facilitate transfer and integration of the acquired business. The full agreement is filed as Exhibit 10.1 to the Form 8-K, and the summary in the filing is qualified in its entirety by that document. The filing does not describe the financing arrangements for the acquisition beyond referencing covenants relating to PCA's financing arrangements.

Jul 3, 2025 8-K

Regulation FDExhibits & Filings

Packaging Corp. of America 8-K Report, Regulation FD Disclosure (Jul 1, 2025)

Packaging Corporation of America (PCA, NYSE: PKG) announced on July 1, 2025 that it has entered into a definitive agreement to acquire the containerboard business of Greif, Inc. for $1.8 billion in cash. The filing states the transaction is expected to close by the end of PCA's third quarter, subject to customary conditions and regulatory approvals, including HSR Act review. The acquired business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants across the United States, generating approximately $1.2 billion in sales and $212 million of EBITDA for the 12 months ended April 30, 2025. Management cites a purchase price of 8.5X LTM EBITDA, or 6.6X including $60 million of expected pre-tax synergies, which are projected to be fully realized within two years after closing. PCA expects the acquisition to be accretive to earnings immediately. The company plans to fund the deal with $1.5 billion of new debt ($1.0 billion under new bank term loans and $500 million of notes) and cash on hand, with approximately $20 million of purchase price and transaction expenses funded from cash. Pro forma net debt to EBITDA leverage is expected to be 1.7X, compared with 0.9X currently, and the filing estimates incremental net interest expense of about $100 million per year. The transaction is presented as a strategic expansion of PCA's corrugated products business, providing containerboard integration into its existing system. The slide presentation also notes a full step-up in asset tax basis and ongoing maintenance capital of $40 to $50 million per year for the acquired business. Investors should weigh the synergy and accretion claims against the significant increase in leverage and interest expense.

Jul 1, 2025 8-K

Shareholder Matters

Packaging Corp. of America 8-K Report, Shareholder Vote Results (May 12, 2025)

Packaging Corporation of America (PCA), trading under the symbol PKG on the New York Stock Exchange, filed this Current Report under Item 5.07 to report the results of its 2025 Annual Meeting of Stockholders, held May 7, 2025. Stockholders elected all ten director nominees, including Cheryl K. Beebe, Duane C. Farrington, Karen E. Gowland, Donna A. Harman, Mark W. Kowlzan, Robert C. Lyons, Samuel M. Mencoff, Roger B. Porter, Thomas S. Souleles, and Paul T. Stecko. Vote totals for each nominee are reported, with the most votes against the nominees Beebe (5,275,498) and Mencoff and Porter, who had the highest abstention counts among others. Stockholders also ratified the audit committee's appointment of KPMG LLP as the independent registered public accounting firm, with 80,335,918 votes for, 1,214,521 against, and 88,989 abstentions. In a non-binding advisory vote, stockholders approved PCA's executive compensation, with 69,405,053 votes for, 4,174,407 against, 1,259,272 abstentions, and 6,800,696 broker non-votes. For investors, the filing reflects routine annual meeting outcomes with no reported changes to governance, financial results, or business operations. The results indicate broad support for board nominees, the auditor, and executive pay, though a meaningful number of votes were cast against certain directors and the compensation proposal.

May 12, 2025 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Apr 23, 2025)

Packaging Corporation of America reported first quarter 2025 net income of $204 million, or $2.26 per diluted share, compared with $146.9 million, or $1.63 per share, in the first quarter of 2024. Excluding special items, which were primarily $5.9 million of closure costs related to corrugated products facilities, net income was $208 million, or $2.31 per share, versus $1.72 per share a year earlier. Net sales rose to $2.1 billion from $2.0 billion, and the company described the quarter as a new first quarter revenue record. Management attributed the $0.59 per-share increase in adjusted earnings mainly to higher prices and mix ($0.78) and volume ($0.27) in the Packaging segment, partly offset by higher operating costs ($0.37). Results were $0.10 above first quarter guidance of $2.21 per share. Packaging segment operating income was $278.1 million, up from $203.8 million, and Paper segment operating income was $35.6 million, up from $29.7 million. Corrugated products shipments per day rose 2.5% year over year, and containerboard production reached a record first quarter level of 1,250,000 tons. Cash, cash equivalents, and marketable debt securities declined to $914.4 million from $1,253.2 million, while capital spending increased to $148.1 million from $76.7 million. For the second quarter, management expects earnings of $2.41 per share, excluding special items. The outlook reflects lower containerboard volume, a pulled-forward maintenance outage that raises second-quarter costs, higher rail freight and logistics expenses from contract rate increases at six mills, and higher depreciation. Management also cited ongoing uncertainty from domestic and foreign tariff actions that could affect volume and costs.

Apr 23, 2025 8-K

Leadership ChangesExhibits & Filings

Packaging Corp. of America 8-K Report, Executive Changes (Feb 28, 2025)

Packaging Corporation of America (PCA, NYSE: PKG) disclosed on February 28, 2025 a set of planned leadership changes. Robert P. Mundy, Executive Vice President and Chief Financial Officer, notified the company on February 26, 2025 that he will step down as CFO effective May 1, 2025, and will remain employed in an advisory role through his planned retirement date of March 1, 2026, receiving his current base salary until then. Kent A. Pflederer, Senior Vice President, General Counsel and Secretary, will become Executive Vice President and CFO on May 1, 2025, serving as principal financial and principal accounting officer, with an annual base salary of $750,000 effective that date and eligibility for incentive and long-term equity awards. The filing states no agreements were entered into with Mr. Pflederer in connection with the appointment. The accompanying press release, filed as Exhibit 99.1 and dated February 26, 2025, also announces operational leadership changes. Thomas A. Hassfurther, Executive Vice President, Corrugated Products, has been named President of PCA, reporting to Chairman and CEO Mark W. Kowlzan, with responsibility for strategic growth efforts, capital allocation and acquisition opportunities in addition to the corrugated products business. D. Ray Shirley, Senior Vice President, Corporate Engineering and Process Technology, has been named Executive Vice President, Corrugated Products, reporting to Mr. Hassfurther and assuming day-to-day management of that business while continuing to oversee engineering and technology. The filing describes PCA as the third largest producer of containerboard and corrugated packaging products in the United States and a leading producer of uncoated freesheet paper in North America, operating eight paper mills and 86 corrugated products plants and related facilities.

Feb 28, 2025 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jan 29, 2025)

Packaging Corporation of America (NYSE: PKG) reported fourth quarter 2024 net income of $221 million, or $2.45 per diluted share, and $222 million, or $2.47 per share, excluding special items. Fourth quarter net sales were $2.1 billion in 2024 versus $1.9 billion in 2023. For the full year 2024, net income was $805 million, or $8.93 per share, and $814 million, or $9.04 per share excluding special items, on net sales of $8.4 billion compared with $7.8 billion in 2023. The company attributed the $.34 per share increase in fourth quarter earnings excluding special items primarily to higher prices and mix and volume in the Packaging segment, partially offset by higher operating costs. Operationally, the Packaging segment showed strong demand, with total corrugated product shipments and shipments per day up 9.1% versus last year's fourth quarter and containerboard inventory up 54,000 tons from the fourth quarter of 2023. Management described record fourth quarter total shipments and an all-time record shipments per day, along with new annual records for shipments and mill production. Full year 2024 Packaging segment operating income was $1,101.5 million, and Paper segment operating income was $129.7 million. Looking ahead, management expects first quarter 2025 earnings of $2.21 per share. The company cited higher domestic containerboard prices, new first quarter shipment records expected in corrugated products plants, lower containerboard volume from two fewer operating days and scheduled mill maintenance outages at the Counce, TN and Valdosta, GA mills, and expected price inflation across most cost categories, including higher labor, wood, energy and chemical costs. The results were disclosed in a press release furnished as Exhibit 99.1, and the Item 2.02 information is furnished rather than filed.

Jan 29, 2025 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 23, 2024)

Packaging Corporation of America (NYSE: PKG) reported third quarter 2024 net income of $238 million, or $2.64 per diluted share, compared with $183.2 million, or $2.03 per share, in the third quarter of 2023. Excluding special items, net income was $239 million, or $2.65 per share. Net sales rose to $2.2 billion from $1.9 billion. The company said the results were $.20 per share above its third quarter guidance of $2.45. Reported results included special items, primarily closure costs for certain corrugated products facilities. The increase in earnings was driven mainly by higher volume and higher prices and mix in the Packaging segment. Packaging segment operating income was $320.7 million, up from $256.8 million, and Paper segment operating income was $38.5 million, up from $27.6 million. Corrugated products shipments per day were up 11.1% year over year, and containerboard production of 1,293,000 tons was an all-time quarterly record. For the nine months ended September 30, 2024, net income was $584.0 million, or $6.48 per diluted share, and capital spending was $468.4 million, compared with $328.6 million a year earlier. For the fourth quarter, management expects demand in the Packaging segment to remain strong, but total corrugated shipments will be reduced by two fewer shipping days and recent hurricane damage to Florida strawberry crops. Scheduled outage costs are estimated to be $(.12) per share higher than in the third quarter, and operating and converting costs are expected to rise on seasonal energy and chemical costs. Management projects fourth quarter earnings of $2.47 per share, excluding any significant special items.

Oct 23, 2024 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 24, 2024)

Packaging Corporation of America (NYSE: PKG) reported second quarter 2024 net income of $198.9 million, or $2.21 per diluted share, compared with $202.7 million, or $2.24 per diluted share, in the second quarter of 2023. Excluding special items, diluted EPS was $2.20, versus $2.31 a year earlier. Net sales rose to $2,075.3 million from $1,952.1 million. The company beat its second quarter guidance of $2.07 per share by $0.13, citing higher Packaging segment volume, lower operating and converting costs, and lower freight costs. Packaging segment income was $279.8 million, roughly flat with $285.8 million a year earlier, and Paper segment income was $26.7 million, versus $29.1 million. Management said strong Packaging market conditions drove a new all-time containerboard production record of 1,281,000 tons and a record corrugated shipments-per-day month for June. Corrugated shipments per day rose 9.2% year over year. Capital spending was $245.0 million in the quarter, up from $126.4 million, and cash, cash equivalents and marketable debt securities totaled $1,172.8 million, compared with $629.6 million at June 30, 2023. For the third quarter of 2024, management expects prices and mix to rise in both segments, along with higher containerboard export prices and higher containerboard volume. It projects third quarter earnings of $2.45 per share, excluding special items it does not currently expect. The company also plans to build containerboard inventory ahead of a scheduled October maintenance outage at its Deridder mill.

Jul 24, 2024 8-K

Leadership ChangesShareholder Matters

Packaging Corp. of America 8-K Report, Executive Changes (May 9, 2024)

Packaging Corporation of America (PKG) filed this Form 8-K to report results from its 2024 Annual Meeting of Stockholders, held May 8, 2024. The filing covers two items: stockholder approval of the Second Amended and Restated 1999 Long-Term Equity Incentive Plan (Item 5.02) and the voting results for all matters put to stockholders (Item 5.07). The Plan's description appears in the Proxy Statement filed March 28, 2024, as supplemented on April 3, 2024, and the full Plan text was attached as Appendix B to the Proxy Statement. All eleven director nominees received more votes for than against, though the margins varied. Cheryl K. Beebe received 72,134,723 votes for and 4,673,558 against, while Roger B. Porter received 61,236,883 votes for and 13,113,239 against. The stockholder proposal regarding a director election resignation bylaw received 12,644,915 votes for and 63,816,263 votes against. The Plan was approved with 70,515,959 votes for and 6,210,977 votes against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm with 80,848,054 votes for and 1,830,602 votes against, and approved executive compensation with 71,793,232 votes for and 4,930,720 votes against. For investors, the key takeaways are the stockholder approval of the equity incentive plan, the reappointment of KPMG LLP, and the continued support for the director slate. The 8-K also records a stockholder proposal that drew substantially more votes against than for.

May 9, 2024 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Apr 23, 2024)

Packaging Corporation of America (NYSE: PKG) reported first quarter 2024 net income of $147 million, or $1.63 per diluted share, and net income of $155 million, or $1.72 per share, excluding special items, on net sales of $2.0 billion in both 2024 and 2023. Reported diluted EPS declined from $2.11 in the first quarter of 2023, and the filing attributes the decline excluding special items primarily to lower prices and mix in the Packaging segment ($1.33 per share), partially offset by higher Packaging volume ($0.71 per share). Results were $0.18 above first quarter guidance of $1.54 per share. Special items were primarily costs at the Jackson, AL mill related to paper-to-containerboard conversion. Operationally, management said containerboard and corrugated products demand exceeded expectations, with corrugated shipments per day up 11.0% year over year and the company ending the quarter at a record low weeks-of-inventory supply for the time of year. Cash, cash equivalents, and marketable debt securities rose to $1.25 billion from $520.2 million a year earlier, and capital spending fell to $76.7 million from $112.4 million. For the second quarter, management expects second quarter earnings of $2.07 per share, citing higher Packaging prices and mix, strong demand, and lower operating and converting costs, offset by lower Paper volume from a scheduled outage at the International Falls, MN mill, higher freight costs from rail rate increases, and higher depreciation.

Apr 23, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Packaging Corp. of America 8-K Report, Executive Changes (Feb 29, 2024)

Packaging Corporation of America (PCA) furnished an 8-K under Item 7.01 announcing that Chairman and CEO Mark W. Kowlzan and EVP and CFO Robert P. Mundy would present at the Bank of America Global Agriculture & Materials Conference on February 29, 2024. The slide presentation is furnished as Exhibit 99.1 and is not deemed "filed" for Exchange Act purposes. The slides describe Packaging segment demand as strengthening in the second half of 2023, with first-quarter 2024 corrugated products volume exceeding guidance and higher Packaging segment prices expected from 1Q24 price increases. Management also cites completion of Phase II of the Jackson mill conversion to containerboard, expected moderation in inflation, and a strong balance sheet that supports opportunistic capital allocation and shareholder returns. The slides report 2023 Packaging net sales of $7,135.6 million, EBITDA of $1,546.8 million, and an EBITDA margin of 21.8%, compared with 2022 net sales of $7,780.7 million and a 23.8% margin. For 2023, cash flow from operations was $1,315 million, additions to property, plant and equipment were $470 million, and free cash flow was $845 million. Reported diluted EPS was $8.48 for 2023 versus $11.03 for 2022, and EPS excluding special items was $8.70 versus $11.14. The slides also show a six-year average ROIC of 16.8% against a six-year average WACC of 7.9%. Separately, under Item 5.02, Pamela A. Barnes, Senior Vice President, Finance, and Controller, notified PCA on February 28, 2024 that she will retire on April 1, 2024. Upon her retirement, Mr. Mundy will become principal accounting officer while continuing as principal financial officer.

Feb 29, 2024 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jan 25, 2024)

Packaging Corporation of America reported fourth-quarter 2023 net income of $189 million, or $2.10 per diluted share, compared with $211.7 million, or $2.31 per share, in the fourth quarter of 2022. Excluding special items, fourth-quarter net income was $192 million, or $2.13 per share. Full-year 2023 net income was $765 million, or $8.48 per share, versus $1.03 billion, or $11.03 per share, in 2022. Excluding special items, full-year net income was $784 million, or $8.70 per share. Net sales were $1.94 billion for the fourth quarter of 2023 and $7.8 billion for the full year, compared with $1.98 billion and $8.5 billion in 2022. Fourth-quarter results were $0.37 per share above the company's fourth-quarter guidance of $1.76 per share, driven mainly by higher Packaging volume, lower operating and converting costs and lower freight and logistics expenses. The Packaging segment's full-year segment income was $1,074.3 million, down from $1,423.7 million in 2022, while the Paper segment's full-year segment income rose to $118.9 million from $103.0 million. Management said demand in the Packaging segment was stronger than expected during the quarter. The company restarted the No. 3 machine at its Wallula, WA mill and plans to restart the No. 2 machine there in the first quarter of 2024. Capital spending was $469.7 million for 2023, compared with $824.2 million in 2022, and cash, cash equivalents and marketable debt securities were $1,205.6 million at year-end, up from $470.1 million a year earlier. For the first quarter of 2024, management expects first-quarter earnings of $1.54 per share. The outlook reflects higher corrugated products shipments, two additional shipping days, lower containerboard volume from the Jackson, AL mill conversion and a scheduled Counce, TN maintenance outage, and higher recycled fiber and energy prices. The Jackson conversion outage is estimated to reduce first-quarter earnings by $0.16 per share. The filing also notes that the press release contains non-GAAP measures and that special items for the first quarter are expected to include charges related to the paper-to-containerboard conversion at the Jackson, AL mill.

Jan 25, 2024 8-K

Other EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Corporate Update (Nov 30, 2023)

On November 27, 2023, Packaging Corporation of America entered into an underwriting agreement with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for the issuance and sale of $400,000,000 in aggregate principal amount of 5.700% Senior Notes due 2033. The filing states that net proceeds are expected to be approximately $396.0 million after the underwriting discount and estimated offering expenses. The Corporation intends to use the net proceeds, together with a portion of its cash on hand, to redeem, repurchase, or otherwise repay its outstanding 3.650% Senior Notes due 2024, which mature on September 15, 2024. Until applied, the net proceeds will be invested in short-term interest-bearing securities. The filing states that nothing in the Form 8-K constitutes a notice of redemption for the 2024 Notes. The filing also lists the related exhibits: the Underwriting Agreement dated November 27, 2023, an Officers' Certificate dated November 30, 2023 under Section 301 of the 2003 indenture with U.S. Bank Trust Company, National Association, the form of 5.700% Senior Notes due 2033, and a legal opinion of Mayer Brown LLP dated November 30, 2023.

Nov 30, 2023 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 24, 2023)

Packaging Corporation of America (NYSE: PKG) reported third quarter 2023 net income of $183.2 million, or $2.03 per diluted share, compared with $262.5 million, or $2.80 per diluted share, in the third quarter of 2022. Excluding special items, which were primarily costs related to paper-to-containerboard conversion at the Jackson, AL mill, net income was $185.1 million, or $2.05 per share, versus $2.83 per share a year earlier. Net sales were $1.94 billion, compared with $2.13 billion. Results were $0.17 above the company's third quarter guidance of $1.88 per share, driven mainly by higher volume in the Packaging and Paper segments and lower operating and converting costs. Packaging segment income fell to $256.8 million from $359.2 million, reflecting lower price and mix, which the company cited as the largest factor in the year-over-year decline. Paper segment income rose to $27.6 million from $26.1 million. Corrugated products shipments per day were up 1.9% year over year, while total shipments, with two fewer shipping days, were down 1.3%. Containerboard inventory was 84,000 tons lower than a year earlier. For the fourth quarter, management expects fourth quarter earnings of $1.76 per share. It anticipates less market-related downtime, higher shipments per day, and lower average prices in Packaging, along with higher operating and converting costs. Management also plans to restart the No. 3 machine at the Wallula, WA mill during the fourth quarter to bring inventories to desired levels. The company expects special items in the fourth quarter to include conversion-related charges at the Jackson, AL mill.

Oct 24, 2023 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 25, 2023)

Packaging Corporation of America reported second quarter 2023 net income of $202.7 million, or $2.24 per diluted share, compared with $301.5 million, or $3.20 per diluted share, in the second quarter of 2022. Excluding special items, net income was $208.9 million, or $2.31 per share, versus $303.7 million, or $3.23 per share, a year earlier. Net sales were $1,952.1 million, down from $2,237.3 million. Results were $0.35 per share above the company's second quarter guidance of $1.96, driven mainly by lower operating costs from efficiency and usage initiatives and lower freight and logistics expenses. The filing attributes the year-over-year decline primarily to lower volumes in the Packaging and Paper segments and lower Packaging price and mix. In the Packaging segment, total corrugated products shipments and shipments per day fell 9.8% from the prior-year second quarter, though shipments per day rose 2.7% from the first quarter of 2023. Packaging segment income was $285.8 million, compared with $419.8 million a year earlier. Management temporarily idled its Wallula, WA mill during the quarter. Special items in the quarter related mainly to the paper-to-containerboard conversion at the Jackson, AL mill and closure costs for corrugated products facilities and design centers. For the third quarter of 2023, management guided to earnings of $1.88 per share. It expects Packaging shipments per day to improve from the second quarter but lower prices following announced containerboard price decreases. Scheduled outage expenses are expected to be about $0.06 per share higher, driven by maintenance at the International Falls, MN mill, and depreciation and the tax rate are expected to be slightly higher. Cash, cash equivalents and marketable debt securities were $629.6 million at June 30, 2023, down from $810.8 million a year earlier.

Jul 25, 2023 8-K

Shareholder Matters

Packaging Corp. of America 8-K Report, Shareholder Vote Results (May 4, 2023)

Packaging Corporation of America (PCA) filed this Current Report under Item 5.07 to disclose the results of its 2023 Annual Meeting of Stockholders, held May 2, 2023. Stockholders elected all ten director nominees, ratified KPMG LLP as the independent registered public accounting firm, and approved PCA's executive compensation on an advisory basis. Director elections showed varying levels of support. Nominees Cheryl K. Beebe, Mark W. Kowlzan, Samuel M. Mencoff, Roger B. Porter, and Thomas S. Souleles received notably more Votes Against than some other nominees, with Porter drawing 16,443,299 Votes Against and 59,938,932 Votes For. Duane C. Farrington, Donna A. Harman, Thomas P. Maurer, and Paul T. Stecko each received over 70 million Votes For with comparatively few Votes Against. Each nominee also recorded a Broker Non-Vote count of 4,374,117. On the other proposals, KPMG's ratification received 79,104,653 votes for and 1,660,315 against. Stockholders approved executive compensation with 72,343,447 votes for and 3,968,815 against. On the frequency of future say-on-pay votes, 74,831,036 stockholders voted for one year, 78,781 for two years, and 1,436,641 for three years. PCA stated it will hold executive compensation votes every year until stockholders next vote on the frequency.

May 4, 2023 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Apr 25, 2023)

Packaging Corporation of America (NYSE: PKG) reported first quarter 2023 net income of $190 million, or $2.11 per diluted share, and net income of $198 million, or $2.20 per share, excluding special items. First quarter net sales were $2.0 billion in 2023 compared with $2.1 billion in 2022. Reported diluted EPS fell from $2.70 in the prior-year quarter, and EPS excluding special items fell from $2.72. Management attributed the decline primarily to lower volumes in the Packaging segment, along with higher operating costs and depreciation, partially offset by higher prices and mix in both Packaging and Paper. Results were $0.03 below first quarter guidance of $2.23 per share, primarily due to lower volume and lower prices and mix in Packaging. Corrugated products shipments and shipments per day were down 12.7% from the first quarter of 2022. CEO Mark W. Kowlzan cited higher interest rates, persistent inflation, and a shift in consumer spending toward services, noting demand softened as the quarter progressed. Packaging segment income was $268.0 million versus $362.2 million a year earlier, while Paper segment income rose to $34.1 million from $22.4 million. Cash, cash equivalents, and marketable debt securities were $520.2 million, and capital spending was $112.4 million. For the second quarter of 2023, the company expects earnings of $1.96 per share, citing lower containerboard prices and export prices, higher converting, maintenance outage and depreciation expenses, and higher freight costs from recent rail rate increases. Special items in the second quarter are expected to include charges related to paper-to-containerboard conversion activities at the Jackson, Alabama mill. The information is furnished under Item 2.02 and the results are presented in the press release furnished as Exhibit 99.1.

Apr 25, 2023 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jan 26, 2023)

Packaging Corporation of America (NYSE: PKG) reported fourth quarter 2022 net income of $212 million, or $2.31 per share, and net income of $215 million, or $2.35 per share, excluding special items. Fourth quarter net sales were $1.98 billion in 2022 compared with $2.04 billion in 2021. For the full year 2022, net income was $1.03 billion, or $11.03 per share, and $1.04 billion, or $11.14 per share excluding special items, on net sales of $8.5 billion versus $7.7 billion in 2021. The filing furnishes a press release announcing these results under Item 2.02. Management attributed the fourth quarter decline in earnings excluding special items, to $2.35 from $2.76 per share, primarily to lower Packaging volumes, higher operating costs, and higher freight and logistics expenses, partially offset by higher Packaging prices and mix. Packaging shipments per day fell 8.7% and total corrugated products shipments fell 10.2% year over year, with one fewer shipping day. Results were $0.13 above fourth quarter guidance of $2.22 per share. Management also reported repurchasing over 3 million shares during the quarter at an average price of $126.70. For the first quarter of 2023, management expects earnings of $2.23 per share, excluding special items. It anticipates lower Packaging prices following recent decreases in published domestic containerboard prices, four additional shipping days, higher labor, benefit, chemical, interest and pension costs, and a higher tax rate, partly offset by lower wood, recycled fiber and energy prices. Special items in the first quarter are expected to relate to paper-to-containerboard conversion at the Jackson, Alabama mill.

Jan 26, 2023 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 25, 2022)

Packaging Corporation of America (NYSE: PKG) reported third quarter 2022 net income of $262 million, or $2.80 per diluted share, and net income of $266 million, or $2.83 per share, excluding special items. Third quarter net sales were $2.1 billion, compared with $2.0 billion in the third quarter of 2021. Reported results include special items, primarily costs at the Jackson, AL mill related to paper-to-containerboard conversion. Results were $.03 above the company's third quarter guidance of $2.80 per share, driven by higher prices and mix in the Packaging and Paper segments and lower operating costs. Management highlighted significant cost inflation and demand in the Packaging segment well below expectations. Corrugated products shipments and shipments per day were down 6.0% year over year. Excluding special items, the $.14 per share increase in earnings was driven mainly by higher prices and mix, partially offset by higher operating costs ($.77) and lower Packaging volume ($.52). Packaging segment income was $359.2 million versus $365.2 million a year earlier, while Paper segment income rose to $26.1 million from $11.0 million. For the fourth quarter of 2022, the company expects earnings of $2.22 per share, excluding special items. Management expects most Packaging demand issues to continue, and cites four fewer shipping days, a seasonally less rich mix, lower average export containerboard prices, higher scheduled outage expenses and higher energy costs. Special items in the fourth quarter are expected to include charges related to the paper-to-containerboard conversion at the Jackson, AL mill. The earnings release and an earnings conference call on October 25, 2022 at 9:00am Eastern Time are referenced in the filing.

Oct 25, 2022 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 26, 2022)

Packaging Corporation of America (NYSE: PKG) furnished a Form 8-K under Item 2.02 reporting its second quarter 2022 results, as described in Exhibit 99.1, a press release dated July 25, 2022. The company reported second quarter net income of $301 million, or $3.20 per diluted share, and net income of $304 million, or $3.23 per share, excluding special items. Net sales were $2.2 billion in the second quarter of 2022 compared with $1.9 billion in the second quarter of 2021. Reported diluted EPS was $3.20 versus $2.17 a year earlier, and the company said results were $0.40 above its second quarter guidance of $2.83 per share. The quarter's earnings gain was driven mainly by higher prices and mix in the Packaging segment ($2.04 per share) and higher volume in Packaging ($0.12), partially offset by higher operating costs ($0.95 per share), higher freight and logistics expenses ($0.25), and higher converting costs ($0.10). Packaging segment income was $419.8 million versus $317.2 million a year earlier, while Paper segment income was $22.7 million versus $2.6 million. Management described significant ongoing cost inflation and supply chain challenges, and said corrugated products demand was flat with the prior year's record second quarter. Looking ahead, management expects third quarter 2022 earnings of $2.80 per share, citing continued inflation in gas, purchased electricity, chemicals and labor, higher freight costs from rail service challenges and fuel surcharges, and higher outage costs from the postponed International Falls mill outage. The company also announced an additional $60 per ton price increase on all paper grades, effective with shipments beginning September 6, and noted that special items in the third quarter are expected to relate to paper-to-containerboard conversion activities at the Jackson, Alabama mill.

Jul 26, 2022 8-K

Shareholder Matters

Packaging Corp. of America 8-K Report, Shareholder Vote Results (May 20, 2022)

Packaging Corporation of America held its 2022 Annual Meeting of Stockholders on May 17, 2022, and this 8-K reports the voting results for three proposals. Stockholders elected all ten director nominees: Cheryl K. Beebe, Duane C. Farrington, Donna A. Harman, Mark W. Kowlzan, Robert C. Lyons, Thomas P. Maurer, Samuel M. Mencoff, Roger B. Porter, Thomas S. Souleles, and Paul T. Stecko. Stockholders also ratified the audit committee's appointment of KPMG LLP as the company's independent registered public accounting firm, with 84,440,114 votes for, 489,360 against, and 35,055 abstentions. In a non-binding vote on executive compensation, stockholders approved the company's executive compensation, with 74,716,386 votes for, 5,332,200 against, 1,171,258 abstentions, and 3,744,685 broker non-votes. For investors, the filing shows broad stockholder support for the board slate and the auditor. Support for individual directors varied, with Roger B. Porter receiving the most votes against (9,684,541) and Mark W. Kowlzan the next most (6,805,620).

May 20, 2022 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Apr 25, 2022)

Packaging Corporation of America (NYSE: PKG) reported first quarter 2022 net income of $254 million, or $2.70 per diluted share, and net income of $256 million, or $2.72 per share, excluding special items. First quarter net sales were $2.1 billion, compared with $1.8 billion in the first quarter of 2021. Reported diluted EPS rose $0.95 from $1.75 a year earlier. The company said results were $0.22 above its first quarter guidance of $2.50 per share, driven by higher prices and mix and higher volumes in both the Packaging and Paper segments, operating cost improvements, and favorable weather. In the Packaging segment, the company set a new all-time record for total box shipments and first quarter records for box shipments per day and containerboard volume. Packaging segment income was $362.2 million, versus $257.9 million a year earlier. Paper segment income rose to $22.4 million from $8.7 million. Operating cost increases, freight and logistics expenses, and converting costs partially offset the gains. Capital spending was $226.4 million, compared with $85.1 million in the prior-year quarter, and cash, cash equivalents, and marketable debt securities were $778.4 million, down from $1,132.9 million. Looking ahead, management expects Packaging demand to remain very strong and plans to continue implementing previously announced price increases. It expects second quarter earnings of $2.83 per share, excluding special items. Scheduled outage costs will be higher than in the first quarter, including an outage at the International Falls mill that will lower Paper segment sales volume. Management also anticipates continued inflation in freight, logistics, and most operating costs, partly offset by slightly lower recycled fiber prices. Special items in the second quarter are expected to include charges related to the paper-to-containerboard conversion at the Jackson, Alabama mill.

Apr 25, 2022 8-K

Leadership Changes

Packaging Corp. of America 8-K Report, Executive Changes (Feb 25, 2022)

Packaging Corporation of America (PKG) filed this Form 8-K on February 25, 2022 under Item 5.02, which covers departures of directors and certain officers. The filing reports that on February 21, 2022, director James D. Woodrum notified the company that he will not stand for reelection to the board at the 2022 annual meeting of stockholders. Mr. Woodrum will continue to serve for the remainder of his current term, which expires on the date of the 2022 annual meeting. The filing does not describe any replacement director, any change in board composition beyond this departure, or any compensatory arrangements tied to his departure. For investors, this is a routine governance disclosure with limited financial impact. The filing contains no financial results, guidance, or operating metrics.

Feb 25, 2022 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jan 27, 2022)

Packaging Corporation of America (NYSE: PKG) reported fourth quarter 2021 net income of $217 million, or $2.28 per diluted share, and $262 million, or $2.76 per share, excluding special items. Fourth quarter net sales were $2.0 billion, up from $1.7 billion in the prior-year quarter. For full year 2021, net income was $841 million, or $8.83 per share, and $894 million, or $9.39 per share excluding special items, on net sales of $7.7 billion versus $6.7 billion in 2020. Management attributed the quarter's excluding-special-items EPS increase of $1.43 mainly to higher prices and mix in the Packaging segment ($2.17) and higher Packaging volume ($.35), partly offset by higher operating costs ($.68) and freight and logistics expenses ($.24). Results were $.72 above the company's fourth quarter guidance of $2.04 per share. The company's Board authorized an additional $1 billion share repurchase program. Management stated that the entire remaining $193 million under the prior authorization was used in the fourth quarter to buy back about 1.4 million shares at an average price of $133.79. The company also completed a debt refinancing in October 2021 that extended its overall debt maturity from 8.5 years to 16.3 years and lowered its overall interest rate from 3.9% to 3.5%, with gross debt unchanged at $2.5 billion. Looking ahead, management guided to first quarter 2022 earnings of $2.50 per share excluding special items. It expects higher corrugated shipments with three additional shipping days, but said continued inflation in operating, converting, freight and logistics costs will more than offset those benefits. Management described the expected inflation-driven sequential cost increase as the largest in the company's history. The guidance excludes any benefit from a $70 per ton price increase on all liner and medium containerboard grades communicated to customers shortly before the release.

Jan 27, 2022 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 26, 2021)

Packaging Corporation of America (NYSE: PKG) reported third quarter 2021 net income of $251 million, or $2.63 per diluted share, and net income of $257 million, or $2.69 per share, excluding special items. Net sales were $2.0 billion for the quarter, compared with $1.7 billion in the third quarter of 2020. The company said the quarter's results were $.32 per share above its third quarter guidance of $2.37, primarily due to higher realization of prices and mix in its Packaging segment. Packaging segment income rose to $365.2 million from $222.4 million a year earlier, and Packaging segment EBITDA excluding special items was $466.9 million versus $323.9 million. Diluted EPS excluding special items increased $1.12 year over year, driven mainly by higher prices and mix and volume in the Packaging segment, partly offset by higher operating costs. Management guided to fourth quarter 2021 earnings of $2.04 per share. The outlook cites lower Packaging volume from three fewer shipping days and a scheduled outage at the DeRidder Mill, lower Paper volume as the Jackson Mill is not expected to produce any paper grades, higher energy, wood and freight costs, and scheduled outage costs about $.25 per share higher than in the third quarter. Management expects export containerboard prices to move higher and plans to continue implementing previously announced price increases for domestic containerboard, corrugated packaging, and paper. The filing furnishes the earnings press release as Exhibit 99.1 under Item 2.02 and notes that the company anticipates fourth quarter special items related to paper-to-containerboard conversion at the Jackson, AL mill and the debt refinancing completed early in the fourth quarter, including redemption of its notes due 2023.

Oct 26, 2021 8-K

Other EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Corporate Update (Sep 21, 2021)

Packaging Corporation of America (PKG) reported on Form 8-K that on September 7, 2021 it entered into an underwriting agreement with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for the issuance and sale of $700,000,000 aggregate principal amount of 3.050% Senior Notes due 2051. The filing states that net proceeds, after underwriting discount and estimated offering expenses, are expected to be approximately $688.8 million. The company intends to use these proceeds, together with a portion of its cash on hand, to redeem its outstanding 4.500% Senior Notes due 2023. The issuance was documented under Item 8.01 (Other Events), with the Underwriting Agreement filed as Exhibit 1.1. The filing's exhibit index also lists an Officers' Certificate dated September 21, 2021, issued under the Indenture dated July 21, 2003 with U.S. Bank National Association, along with the form of the 3.050% Senior Notes due 2051 and an opinion of Mayer Brown LLP dated September 21, 2021. This is a debt refinancing transaction that extends maturity from the 2023 notes to 2051.

Sep 21, 2021 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 26, 2021)

Packaging Corporation of America (NYSE: PKG) reported second quarter 2021 net income of $207 million, or $2.17 per diluted share, compared with $56.7 million, or $0.59 per share, in the second quarter of 2020. Excluding special items, diluted EPS was $2.17 versus $1.38 a year earlier. Net sales were $1.9 billion ($1,879.9 million) versus $1.5 billion ($1,541.6 million). The 2020 quarter included $0.79 per share of special items, primarily a $55.2 million goodwill impairment in the Paper segment. Packaging segment income rose to $317.2 million from $197.6 million, and Paper segment income improved to $2.6 million from a loss of $61.4 million. Management cited very strong Packaging demand, a record for total box shipments, and corrugated products shipments per day up 9.6% year over year. Containerboard production was 1,192,000 tons. Four mills underwent planned maintenance outages in the second quarter. Management said the company continues to face significant cost inflation and freight and logistics challenges, and it is implementing previously announced price increases in both segments. For the third quarter, management expects earnings of $2.37 per share, with lower annual outage costs (one outage versus four in the second quarter) and one additional day for box shipments. Paper volume is expected to be relatively flat because of a scheduled outage at the Jackson Mill. Special items in the third quarter are expected to include accounting charges, fees and expenses related to paper-to-containerboard conversion activities at the Jackson Mill. The filing also states that a press release and a conference call are scheduled for July 27, 2021.

Jul 26, 2021 8-K

Material AgreementsExhibits & Filings

Packaging Corp. of America 8-K Report, Material Agreement (Jun 11, 2021)

Packaging Corporation of America (PCA), trading as PKG on the New York Stock Exchange, filed this Form 8-K to report that on June 8, 2021 it entered into a new revolving credit agreement with the lenders and agents named therein. The New Revolving Credit Agreement is a $350 million unsecured revolving credit facility with a five-year term, available for general corporate purposes, and it replaces PCA's Old Credit Agreement dated August 29, 2016, which would have expired on August 29, 2021. According to the filing, approximately $23.5 million of letters of credit were outstanding under the Old Credit Agreement, and no borrowings were outstanding under either the old or new facility. Borrowings under the new facility are guaranteed by PCA's material subsidiaries. Loans bear interest at LIBOR or the base rate plus an applicable margin, which ranges from 0.900% to 1.500% for LIBOR loans and from 0.000% to 0.500% for base rate loans, determined by PCA's public debt ratings or its gross leverage ratio. The agreement includes customary affirmative and negative covenants, such as limits on liens, mergers and consolidations, asset sales and subsidiary indebtedness, along with two financial covenants: a maximum leverage ratio and a minimum interest coverage ratio, both calculated on a consolidated basis. PCA may prepay loans at any time without premium or penalty. The full terms are set out in Exhibit 10.1, the credit agreement itself.

Jun 11, 2021 8-K

Regulation FDExhibits & Filings

Packaging Corp. of America 8-K Report, Regulation FD Disclosure (Jun 4, 2021)

Packaging Corporation of America (PKG) filed this Form 8-K under Regulation FD to furnish conference slides for the KeyBanc Industrials & Basic Materials Virtual Conference on June 4, 2021, where Chairman and CEO Mark W. Kowlzan and EVP and CFO Robert P. Mundy were scheduled to meet with investors. The filing itself is a presentation rather than a financial report, so it contains no new earnings results, but its slides describe the company's current operating conditions and strategy. The slides describe strong, broad-based demand in the Packaging segment, with box shipments on pace to exceed 2Q20 by a double-digit percentage, all four planned annual mill outages completed on budget, and containerboard inventories at or near record lows on a weeks-of-supply basis. In the Paper segment, uncoated freesheet conditions are described as challenged but improving, with higher average prices from price increases announced in 1Q21 and additional increases announced the prior week. Management also flags cost inflation and freight and logistics challenges. The key strategic item is the conversion of the Jackson Mill's No. 3 paper machine (J3) to linerboard, approved by the board in February 2021. The first-phase outage is planned for 2Q22 at an initial rate of about 75% of capacity, and the machine is expected to reach a run-rate of 2,000 tons per day by the end of 2023. The slides also show return on invested capital of 16% on a five-year average, compared with an 8% WACC, and a last-twelve-months ROIC of 14% as of 1Q21.

Jun 4, 2021 8-K

Shareholder Matters

Packaging Corp. of America 8-K Report, Shareholder Vote Results (May 6, 2021)

Packaging Corporation of America (PKG) filed this Form 8-K to report the results of its 2021 Annual Meeting of Stockholders, held on May 4, 2021. The filing covers Item 5.07 only, reporting the votes on three proposals rather than any financial results, guidance, or transactions. Stockholders elected all eleven director nominees. Each nominee received a large majority of votes cast, though the vote counts varied. Samuel M. Mencoff received 69,483,256 votes for and 12,004,016 against, the lowest support among the nominees, while Roger B. Porter received 72,774,297 votes for, 7,488,202 against and 1,264,660 abstentions. Cheryl K. Beebe and Mark W. Kowlzan also had notable votes against, at 3,957,020 and 4,608,537 respectively. The other nominees received far fewer votes against. Stockholders also ratified KPMG LLP as the independent registered public accounting firm, with 86,227,021 votes for, 120,879 against and 51,583 abstentions. They approved the company's executive compensation in an advisory vote, with 78,186,432 votes for, 3,163,960 against, 176,766 abstentions and 4,872,279 broker non-votes.

May 6, 2021 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Apr 27, 2021)

Packaging Corporation of America (NYSE: PKG) furnished a press release reporting first quarter 2021 results, filed under Item 2.02 of this Form 8-K. The company reported net income of $167 million, or $1.75 per diluted share, and net income of $169 million, or $1.77 per share, excluding special items. First quarter net sales were $1.8 billion, compared with $1.7 billion in the first quarter of 2020, when net income was $141.7 million and diluted EPS was $1.49. In its Packaging segment, segment income rose to $257.9 million from $199.8 million, driven by higher volume and prices and mix, along with lower annual outage expenses. Management cited higher inflation in manufacturing and converting costs and significantly higher freight and logistics expenses. Paper segment income fell to $8.7 million from $32.5 million on lower volume and prices. Cash, cash equivalents and marketable debt securities totaled $1,132.9 million at quarter end, and capital spending was $85.1 million. For the second quarter, management expects Packaging demand to remain strong, with higher export prices and continued price increases. Outage expenses are estimated to be approximately $0.20 per share higher than in the first quarter, as work is scheduled at four mills. Management also anticipates continued freight, logistics and operating cost inflation, partly offset by improving energy costs.

Apr 27, 2021 8-K

Financial EventsOther EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Exit or Disposal Costs (Feb 26, 2021)

On February 25, 2021, Packaging Corporation of America (NYSE: PKG) announced that it has discontinued production of uncoated freesheet (UFS) grades on the No. 3 paper machine at its Jackson, Alabama mill and will begin preparing to permanently convert the machine to produce virgin kraft linerboard. The company had temporarily produced linerboard on the machine since the fourth quarter of 2020 to meet strong packaging demand. The filing reports Item 2.05 and Item 2.06 disclosures, with estimated pretax cash charges of approximately $5 to $10 million and pretax non-cash asset impairment and accelerated depreciation charges of approximately $15 to $20 million. The conversion will be phased over 36 months, increasing the machine's capacity from 365,000 tons per year of UFS to 700,000 tons per year of high-performance linerboard. The machine will run at its current containerboard rate for 12 to 15 months until a first-phase outage in the second quarter of 2022, then start at approximately 75% of capacity. A second-phase outage is planned for mid-2023, with run-rate capacity of 2,000 tons per day expected by the end of 2023. The capital cost of the conversion is expected to be approximately $440 million. The No. 1 paper machine at Jackson will continue producing UFS, and the company states it remains committed to the paper market. Management frames the project as providing internal linerboard supply to support integration, while managing the decline in UFS demand. Investors should weigh the near-term charges and the roughly $440 million capital commitment against the expected improvement in integration and mill viability, and note that the filing's forward-looking statements flag execution, COVID-19, and industry risks.

Feb 26, 2021 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jan 27, 2021)

Packaging Corporation of America (NYSE: PKG) reported fourth quarter 2020 net income of $124 million, or $1.30 per diluted share, and net income of $127 million, or $1.33 per share, excluding special items. Fourth quarter net sales were $1.7 billion in both 2020 and 2019. For full year 2020, net income was $461 million, or $4.84 per share, and net income excluding special items was $550 million, or $5.78 per share, compared with full year net sales of $6.7 billion in 2020 and $7.0 billion in 2019. The results are furnished in Exhibit 99.1, a press release issued January 27, 2021. The Packaging segment was the main strength. Fourth quarter Packaging segment income was $209.6 million versus $214.9 million a year earlier, and full year Packaging segment income was $829.5 million versus $963.4 million. Management said demand remained very strong, with containerboard mill and corrugated products plant sales volumes both setting all-time records, and total corrugated shipments per day rose 11.7% in the quarter. The Paper segment was weak: fourth quarter Paper segment income was $1.7 million versus $42.9 million, and full year 2020 Paper segment results were a loss of $20.0 million, which included a $55.2 million goodwill impairment tied to uncoated freesheet market conditions worsened by COVID-19. Management expects Packaging demand to remain strong in the first quarter, with shipments exceeding those of last year's record first quarter, and expects most recently announced Packaging price increases to be realized in that quarter. It cited higher freight, labor, energy, wood and recycled fiber costs. Management stated it is not able to appropriately quantify first quarter guidance because of pandemic-related uncertainty.

Jan 27, 2021 8-K

Corporate ChangesExhibits & Filings

Packaging Corp. of America 8-K Report, Bylaw Amendment (Dec 14, 2020)

Packaging Corporation of America (PKG) filed a Current Report on Form 8-K dated December 14, 2020, to disclose an amendment to its bylaws. On December 10, 2020, the Board of Directors approved an amended and restated set of by-laws, effective that date. The filing describes this as a governance update rather than a financial event; it contains no financial results, earnings figures, or financial statements. The most significant change is the addition of "proxy access." Under the Amended Bylaws, a stockholder, or a group of up to 20 stockholders, owning at least three percent of the outstanding stock continuously for at least three years may nominate director candidates and include them in the Company's annual meeting proxy materials. Eligible nominees may constitute up to the greater of two directors or 20% of the Board, subject to specified requirements. The amendments also revise procedures and disclosure requirements for director nominations outside proxy access and for stockholder proposals at annual meetings. Other changes include allowing the chairman of a stockholder meeting to adjourn the meeting whether or not a quorum is present, clarifying the chairman's authority over the conduct of meetings, and making administrative, modernizing, clarifying, and conforming revisions. The full text of the Amended Bylaws is filed as Exhibit 3.1.

Dec 14, 2020 8-K

Earnings & ResultsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Oct 27, 2020)

Packaging Corporation of America reported third quarter 2020 net income of $139 million, or $1.46 per diluted share, compared with $179.8 million, or $1.89 per share, in the third quarter of 2019. Excluding special items, net income was $149 million, or $1.57 per share, versus $1.92 per share a year earlier. Net sales were $1.69 billion, down from $1.75 billion. Special items were primarily costs tied to Hurricane Laura, which made landfall about 100 miles south of the DeRidder, Louisiana mill on August 27, 2020, reducing mill production by a total of approximately 12 days. The Packaging segment was the main strength. Segment income was $222.4 million, and the company said corrugated products shipments per day rose 4.7% year over year, with total shipments with one additional workday up 6.4%. Management reported all-time quarterly records for total box shipments and shipments per day. Because of strong demand and lower-than-anticipated inventory after the hurricane, the company postponed the DeRidder mill's previously announced fourth-quarter discretionary outage. The Paper segment remained weak: segment income fell to $7.3 million from $48.1 million, sales volume was down 55,000 tons year over year, and the Jackson mill stayed idle for the full quarter before restarting on October 6. Management expects fourth-quarter corrugated demand to remain strong, with shipments lower than the third quarter due to three fewer shipping days, and has communicated containerboard and box price increases. It also expects higher freight, maintenance outage, and energy costs. Management stated it is still not able to appropriately quantify fourth-quarter guidance because of pandemic-related uncertainty. At September 30, 2020, cash was $949.1 million, and nine-month results included a $55.2 million non-cash goodwill impairment in the Paper reporting unit.

Oct 27, 2020 8-K

Regulation FD

Packaging Corp. of America 8-K Report, Regulation FD Disclosure (Sep 9, 2020)

Packaging Corporation of America (PKG) filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) on September 9, 2020 to report the operational impact of Hurricane Laura on its DeRidder, Louisiana containerboard mill. The hurricane made landfall on the Louisiana coast on August 27, 2020, about 100 miles south of the mill. The mill had completed an orderly shutdown before the storm arrived. The company states that property damage to the mill itself was not significant, though the town of DeRidder and the homes of several employees sustained significant damage. The main operational issue was the loss of electrical power from the supplying utility, which was out of service for approximately 11 days and prevented the operation of the mill's two paper machines and other ancillary equipment. Power was restored on September 7, 2020, and the mill began start-up of full operations at that time. The company reports that it worked through all customer-related issues successfully during the period. Mill production was reduced by a total of approximately 12 days, or 40,000 tons, including time needed for storm preparations. The company says it is currently assessing how this disruption may affect the previously announced scheduled outage planned for the fourth quarter of 2020. The filing contains forward-looking statements on future production and scheduled outages, and it refers readers to the risk factors in PCA's 2019 Form 10-K and its Q2 2020 Form 10-Q, including COVID-19 effects on demand and pricing.

Sep 9, 2020 8-K

Earnings & ResultsFinancial EventsExhibits & Filings

Packaging Corp. of America 8-K Report, Financial Results (Jul 28, 2020)

Packaging Corporation of America (NYSE: PKG) reported second quarter 2020 net income of $57 million, or $0.59 per diluted share, compared with $193.6 million, or $2.04 per share, in the second quarter of 2019. Excluding special items, net income was $132 million, or $1.38 per share. Net sales were $1.54 billion, down from $1.76 billion a year earlier. Reported results include $0.79 per share of special items expense, primarily a non-cash goodwill impairment charge of $55.2 million for the Paper segment, which the company determined was fully impaired after a triggering event tied to the COVID-19 pandemic and deterioration in uncoated freesheet market conditions. Other special items included the closure of the San Lorenzo, California corrugated products facility and COVID-19 costs. In the Packaging segment, segment income excluding special items was $223.6 million versus $263.9 million a year earlier, driven primarily by lower prices and mix. Paper segment income excluding special items was a loss of $5.7 million, compared with $38.8 million in the prior year, reflecting lower volumes after the Jackson, Alabama mill was temporarily idled for two months during the quarter, with the mill expected to remain down at least through the end of August. The company noted that its long-lived Paper assets were 100% recoverable under the recoverability test. Management said corrugated products demand has performed well this year and expects third-quarter demand to be even stronger, but stated that it is not able to appropriately quantify third-quarter guidance because pandemic-related conditions continue to change. Cash balance was $853.3 million at June 30, 2020, compared with $569.4 million a year earlier.

Jul 28, 2020

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