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PKGPackaging Corporation of America

Materials · Packaging · NYSE

Packaging Corporation of America (“we,” “us,” “our,” “PCA,” or the “Company”) is the third largest producer of containerboard products and a leading producer of uncoated freesheet (UFS) paper in North America. 10-K, Item 1

Employees
16,800
Headquarters
Lake Forest, IL
CEO
Mark W. Kowlzan
Next results
around Jan 27, 2027
Compare with peers → Embed

10-K 0001193125-26-074129 (2026-02-26) vs 10-K 0000950170-25-028533 (2025-02-27)

SectionCompared textWords nowChanged
Risk FactorsItem 1A4,185 5.6%
MD&AItem 77,906 22.9%
Legal ProceedingsItem 3, via Note 20 – Commitments, Guarantees, Indemnifications, and Legal Proceedings1,060 51.3%
Accounting PoliciesItem 8, Note 2 – Summary of Significant Accounting Policies4,621 6.2%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 216 words changed in this paragraph; it is 60% similar to last year's version.
For Looking ahead to the first quarter of 2025, 2026, in our Packaging segment, we expect higher per-day volume in our legacy corrugated products plants to increase over last year, reflecting improving demand, though shipment volume is seasonally slower than the fourth quarter and set new first we experienced some disruption in shipments from weather events earlier in the quarter. We will produce less containerboard than the fourth quarter records for total shipments and shipments-per-day. Containerboard production will be lower with two less fewer operating days and in the first quarter, a scheduled maintenance outages outage at our Counce, TN mill and Valdosta, GA mills. lower production at the reconfigured Wallula, WA mill. Domestic containerboard and corrugated products prices will be higher with an improved corrugated product mix throughout the quarter and we expect to benefit slightly from our previously announced containerboard price increases beginning in March. Export volume is expected to be slightly higher and prices are expected to be higher with an improved product mix together with our previously announced price increases. Export prices are assumed flat to be stable. slightly down. In our the Paper segment, we forecast slightly lower volume with two less mill operating days and prices and mix to be fairly flat. slightly lower. With the exception of recycled fiber prices, we expect price inflation across most of our direct, indirect and fixed operating and converting costs along with a higher cost mix of mill operations. costs. In addition, wood, energy, and chemical costs will also increase due to the unusually cold seasonal weather winter conditions negatively affecting impacting usages and yields for these items. Our cost structure will begin to benefit from the Wallula reconfiguration late in the first quarter. Labor and benefits costs will be higher due to timing-related items that occur at the beginning of a new year for annual increases, the restart of payroll taxes, and share-based compensation expenses. First quarter rail rate increases at three of our mills Freight will impact freight and logistics expenses be slightly higher and we expect higher slightly lower depreciation expense. Lastly, scheduled Scheduled outage expenses should will be slightly lower and we assume a lower corporate tax rate. Considering these items, we expect first quarter earnings to be lower than the fourth quarter of 2024. 2025.

Source: Item 7, 10-K 0001193125-26-074129 vs Item 7, 10-K 0000950170-25-028533

Risk Factors 103 words changed in this paragraph; it is 52% similar to last year's version.
ESG – We may not achieve or make satisfactory progress on our goals and targets to reduce emissions and satisfy other ESG metrics. Investors, customers, governmental authorities, and other stakeholders have an interest in ESG matters, including with respect to climate change, greenhouse gas emissions, and sustainable business practices. As a result, we anticipate a continued interest in reporting on The expectations of these stakeholders continues to evolve and there can be no guarantee that our approach will align with the preferences of any particular stakeholder. Both mandatory and voluntary ESG metrics, more prescriptive reporting requirements with respect to are also evolving and may not be uniform nor evenly interpreted, ESG metrics, information is often reliant on third-party information and expectations that companies establish goals and commitments regarding ESG metrics and take actions to achieve those goals and commitments. scoring service providers use differing methodologies which may impact how stakeholders perceive, justifiably or not, how we are performing.

Source: Item 1A, 10-K 0001193125-26-074129 vs Item 1A, 10-K 0000950170-25-028533

Legal Proceedings 97 words changed in this paragraph; it is 38% similar to last year's version.
The Details on the legal proceedings associated with the incident at the Company’s DeRidder, Louisiana mill can be found in Note 19, 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 2024 Annual Report on Form 10-K. As of December 31, 2024, the Company has had recorded a liability of $59.2 million in “Other Accrued “Accrued Liabilities” and a receivable for the insurance recovery of $59.2 million in “Prepaids and Other Assets” in the Consolidated Balance Sheet as Sheets for the settlement amount to be paid to the plaintiffs and related insurance recovery from the Company’s insurers. As of December 31, 2024. 2025, the settlement amount has been paid, and no amounts remain outstanding.

Source: Item 3, via Note 20 – Commitments, Guarantees, Indemnifications, and Legal Proceedings, 10-K 0001193125-26-074129 vs Item 3, via Note 19 – Commitments, Guarantees, Indemnifications, and Legal Proceedings, 10-K 0000950170-25-028533

Accounting Policies 74 words changed in this paragraph; it is 53% similar to last year's version.
In December 2023, the FASB issued Effective January 1, 2025, we adopted ASU 2023-09, Income Taxes (Topic 740): Improvement to the Income Tax Disclosures. This ASU provides for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU is effective for fiscal years beginning after December 15, 2024 The new guidance was applied retrospectively in this Annual Report on Form 10-K and did not have a prospective basis. Early adoption is permitted. The Company is currently assessing significant impact on the impact of the Company’s related disclosure requirements on its consolidated financial statements. as reflected in Note 8, Income Taxes.

Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001193125-26-074129 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0000950170-25-028533

Every change, by type

Sentences and paragraphs of PKG's Risk Factors and MD&A, 10-K 2026-02-26 against 10-K 2025-02-27. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
Acquisition Integration – The business may underperform relative to our expectations, and we may not be able to successfully integrate the business into our existing business. On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. The business may underperform relative to our expectations, which may cause our financial results to differ from our own or the investment community’s expectations. We are in the early stages of integrating the acquired business into our business, and are expending considerable time and resources on the integration. There may be substantial difficulties, costs and delays involved in this integration and the integration process could result in the diversion of our management’s attention from our existing business.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedRisk Factors
We are relying on the Seller to provide transition services to us for key functions of the acquired business, including accounting, information technology systems and support, purchasing and other services. We will be required to implement our own systems at the acquired business to perform these functions and exit the transition services agreement during the next year. We may experience delays or higher than expected costs in connection with these activities. We may face challenges in running the acquired business and achieving expected benefits from the acquisition if we experience difficulties in the implementation of our systems.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedRisk Factors
If the Greif containerboard business underperforms relative to our expectations, or if we fail to successfully integrate the business or experience difficulties in implementing our systems into the acquired business, it may have a material adverse effect on our business, financial condition and results of operations.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedRisk Factors
If global or domestic economic conditions deteriorate, economies the U.S. economy could experience a recession, which may result in higher unemployment rates, lower disposable income, lower Company earnings and investment, and lower consumer spending.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedRisk Factors
We have the ability to use various types of purchased fuels in our manufacturing operations, including natural gas, bark, and other purchased fuels. wood waste.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedRisk Factors
At December 31, 2024, 2025, we had $2.5 $4.0 billion of debt outstanding and a $323 $573 million undrawn revolving credit facility, after deducting letters of credit.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedRisk Factors
A $10 per ton price increase in recycled fiber for our containerboard mills would result in approximately $10 $20 million of additional expense based on 2024 2026 estimated consumption.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
On September 2, 2025, we completed the acquisition of the containerboard business of Greif, Inc. for $1.8 billion in cash. The Greif containerboard business includes two containerboard mills with approximately 800,000 tons of production capacity and eight sheet feeder and corrugated plants located across the United States. The operating results of the Greif Acquisition are included in PCA’s results in the Packaging segment after the date of acquisition.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
We paid $7 million of issuance costs, excluding lender fees, related to the Greif Acquisition financing, which includes $3 million for the bridge loan, $2 million for the Credit Agreements, and $2 million for the 5.20% senior notes due 2035.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
From time to time, we may enter into material business combinations. We account for acquisitions using the acquisition method under which, upon obtaining control, we recognize each identifiable asset acquired and liability assumed at its acquisition date fair value. The determination of those fair values requires significant judgment and the use of valuation techniques when observable market inputs are unavailable. We engage third-party valuation specialists to review these critical assumptions and prepare detailed fair value analyses for material acquisitions.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
We value acquired intangible assets using models such as the income approach, including the relief-from-royalty method and multi-period excess earnings method as well as other cost-based techniques. Key unobservable inputs include forecasted revenue, EBITDA margins, discount rate, royalty rate, and estimated useful lives. We value acquired property, plant and equipment using a combination of the cost and market approaches. The market approach estimates fair value by analyzing recent actual market transactions for similar assets or liabilities. The cost approach estimates fair value based on the expected cost to replace or reproduce the asset or liability and relies on assumptions regarding the occurrence and extent of any physical, functional and/or economic obsolescence. Some of the more significant estimates and assumptions inherent in these approaches are the values of asset replacement costs, comparable assets and estimated remaining economic lives of the assets.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
Any excess of the purchase price over the fair values of identifiable net assets is recorded as goodwill. During the measurement period, up to one year from the acquisition date, significant provisional amounts are adjusted with a corresponding offset to goodwill.

Read it in 10-K 2026-02-26 at sec.gov ↗

AddedMD&A
(c)For 2025, includes $33.2 million of charges and costs related to the September 2025 Greif Acquisition, including step-up of acquired inventory, integration-related expenses and transaction expenses.

Read it in 10-K 2026-02-26 at sec.gov ↗

RemovedMD&A
Over the past several years, we made extensive capital investments throughout the packaging segment to improve productivity and efficiencies at our containerboard mills and corrugated products facilities and believe that our success in execution of these capital investments has helped us deliver strong results while minimizing the continued inflationary impact across our cost structure.

Read it in 10-K 2025-02-27 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 Packaging Segment operating income $ 1,125.3 $ 1,101.5 $ 1,074.3 Depreciation, amortization, and depletion 616.1 490.1 472.5 EBITDA 1,741.4 1,591.6 1,546.8 Facilities closure and other (income) costs (18.5) 1.9 8.9 Wallula mill restructuring 87.0 — Acquisition and integration-related costs 20.0 — Jackson mill conversion-related activities — 4.0 — EBITDA excluding special items $ 1,829.9 $ 1,597.5 $ 1,555.7 Paper Segment operating income $ 129.6 $ 129.7 $ 118.9 Depreciation, amortization, and depletion 18.5 19.5 29.6 EBITDA 148.1 149.2 148.5 Jackson mill conversion-related activities — 4.3 2.1 EBITDA excluding special items $ 148.1 $ 153.5 $ 150.6 Corporate and Other Segment operating loss $ (147.9) $ (129.9) $ (118.1) Depreciation, amortization, and depletion 18.2 16.0 15.6 EBITDA (129.7) (113.9) (102.5) Acquisition and integration-related costs 13.3 — EBITDA excluding special items $ (116.4) $ (113.9) $ (102.5)

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Packaging segment EBITDA excluding special items was $1,830 million in 2025, compared to $1,598 million in 2024, compared to $1,556 million in 2023.1 2024.1 The increase was driven primarily by higher volumes, and lower freight and logistic expenses, partially offset by lower containerboard and corrugated products prices and mix, higher volumes as a result of the Greif containerboard business, and lower fiber costs, partially offset by higher operating and converting costs and costs, higher annual outage expense. expense, higher fixed and other expense, and higher freight and logistic expenses.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Year Ended December 31, 2025 2024 2023 Asset disposals and write-offs $ (40.8) $ (39.7) $ (31.7) Jackson mill conversion-related activities (7.6) (1.8) Facilities closure and other costs income (costs) 19.4 (1.0) (7.9) DeRidder and other litigation (3.5) (95.2) — DeRidder and other litigation insurance recoveries 3.5 95.2 Wallula mill restructuring (87.0) — Acquisition and integration-related costs (13.3) — Jackson mill conversion-related activities — (7.6) Other (26.7) (23.2) (1.5) Total $ (148.4) $ (71.5) $ (42.9)

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Net sales increased $555 $603 million, or 7.8%, to $7,691 $8,294 million, compared to $7,136 $7,691 million in 2023, 2024, due to higher volumes ($735 volume related to the acquired business ($338 million), higher containerboard and corrugated products prices and mix ($332 million) partially offset by lower prices and mix ($180 legacy volume ($67 million).

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
We paid $450 million in dividends on our common stock in 2025 compared to $449 million in 2024 and withheld shares to cover $26 $24 million of employee restricted stock taxes in 2024 2025 compared to $16 $26 million of employee restricted stock taxes withheld in 2023. 2024.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
The lower increase in our effective tax rate for 2025 compared to 2024 was primarily due to higher a lower federal research and development tax credit and lower excess tax benefits associated with employee restricted stock and performance unit vests partially offset by higher nondeductible employee remuneration paid to covered employees. vests.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Increase (Decrease) in Pension Expense(a) Base Expense 0.25% Increase 0.25% Decrease 2024 2025 Discount rate $ 8.0 10.4 $ 0.7 0.9 $ 1.4 (0.7) Expected rate of return on plan assets 8.0 (2.8) 2.8 2025 10.4 (2.7) 2.7 2026 Discount rate $ 10.7 3.7 $ 0.9 1.0 $ (0.6) (0.9) Expected rate of return on plan assets 10.7 (2.7) 2.7 3.7 (2.8) 2.8

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Domestic containerboard and corrugated products prices are expected to will be higher with an improved corrugated product mix together with throughout the quarter and we expect to benefit slightly from our previously announced containerboard price increases. increases beginning in March.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
We reported $805 $774 million of net income, or $8.58 per diluted share, in 2025, compared to $805 million, or $8.93 per diluted share, in 2024, compared to $765 million, or $8.48 per diluted share, in 2023. 2024.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Paper segment EBITDA excluding special items was $148 million in 2025, compared to $154 million in 2024, compared to $151 million in 2023.1 2024.1 The increase decrease was due primarily to higher paper volumes operating costs and lower operating costs, paper volumes, partially offset by lower higher prices and mix.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
In 2024, gross profit included $3 million of special items expense related to Jackson mill conversion-related activities and corrugated facility closure and other costs, compared to $15 million of special items expense related to Jackson mill conversion-related activities and corrugated facility closure and other costs in 2023. costs.

Read it in 10-K 2026-02-26 at sec.gov ↗

RewordedMD&A
Net income included $114 million of expense for special items in 2025, compared to $9 million of expense for special items in 2024, compared to $19 million of expense for special items in 2023. 2024.

Read it in 10-K 2026-02-26 at sec.gov ↗

Quiet changesMD&A
(b)For For 2024, includes $2.7 million of charges related to the closure of certain corrugated products facilities, partially offset by income primarily related to a favorable lease buyout for a closed corrugated products facility.

Read it in 10-K 2026-02-26 at sec.gov ↗

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